[Federal Register Volume 69, Number 138 (Tuesday, July 20, 2004)]
[Notices]
[Pages 43468-43482]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-16440]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50012; File No. PCAOB-2004-05]


Public Company Accounting Oversight Board; Notice of Filing of 
Proposed Rule on Auditing Standard No. 3, Audit Documentation, and an 
Amendment to Interim Auditing Standards--AU Sec. 543.12, Part of Audit 
Performed by Other Independent Auditors

July 14, 2004.
    Pursuant to Section 107(b) of the Sarbanes-Oxley Act of 2002 (the 
``Act''), notice is hereby given that on June 18, 2004, the Public 
Company Accounting Oversight Board (the ``Board'' or the ``PCAOB'') 
filed with the Securities and Exchange Commission (the ``Commission'' 
or ``SEC'') the proposed rules described in Items I and II below, which 
items have been prepared by the Board and are presented here in the 
form submitted by the Board. The Commission is publishing this notice 
to solicit comments on the proposed rules from interested persons. The 
text of the proposed rules consist of (1) proposed Auditing Standard 
No. 3, Audit Documentation and Appendix A, Background and Basis for 
Conclusions, and (2) proposed Amendment to Interim Auditing Standard--
AU sec. 543.12, Part of Audit Performed by Other Independent Auditors.

[[Page 43469]]

I. Board's Statement of the Terms of Substance of the Proposed Rules

    On June 9, 2004, the Board adopted Auditing Standard No. 3, Audit 
Documentation, and an amendment to interim auditing standards (``the 
proposed rules''). The text of the proposed rules is as follows:

Auditing Standard No. 3--Audit Documentation

Introduction
    1. This standard establishes general requirements for documentation 
the auditor should prepare and retain in connection with engagements 
conducted pursuant to the standards of the Public Company Accounting 
Oversight Board (``PCAOB''). Such engagements include an audit of 
financial statements, an audit of internal control over financial 
reporting, and a review of interim financial information. This standard 
does not replace specific documentation requirements of other standards 
of the PCAOB.
Objectives of Audit Documentation
    2. Audit documentation is the written record of the basis for the 
auditor's conclusions that provides the support for the auditor's 
representations, whether those representations are contained in the 
auditor's report or otherwise. Audit documentation also facilitates the 
planning, performance, and supervision of the engagement, and is the 
basis for the review of the quality of the work because it provides the 
reviewer with written documentation of the evidence supporting the 
auditor's significant conclusions. Among other things, audit 
documentation includes records of the planning and performance of the 
work, the procedures performed, evidence obtained, and conclusions 
reached by the auditor. Audit documentation also may be referred to as 
work papers or working papers.

    Note: An auditor's representations to a company's board of 
directors or audit committee, stockholders, investors, or other 
interested parties are usually included in the auditor's report 
accompanying the financial statements of the company. The auditor 
also might make oral representations to the company or others, 
either on a voluntary basis or if necessary to comply with 
professional standards, including in connection with an engagement 
for which an auditor's report is not issued. For example, although 
an auditor might not issue a report in connection with an engagement 
to review interim financial information, he or she ordinarily would 
make oral representations about the results of the review.

    3. Audit documentation is reviewed by members of the engagement 
team performing the work and might be reviewed by others. Reviewers 
might include, for example:
    a. Auditors who are new to an engagement and review the prior 
year's documentation to understand the work performed as an aid in 
planning and performing the current engagement.
    b. Supervisory personnel who review documentation prepared by 
assistants on the engagement.
    c. Engagement supervisors and engagement quality reviewers who 
review documentation to understand how the engagement team reached 
significant conclusions and whether there is adequate evidential 
support for those conclusions.
    d. A successor auditor who reviews a predecessor auditor's audit 
documentation.
    e. Internal and external inspection teams that review documentation 
to assess audit quality and compliance with auditing and related 
professional practice standards; applicable laws, rules, and 
regulations; and the auditor's own quality control policies.
    f. Others, including advisors engaged by the audit committee or 
representatives of a party to an acquisition.
Audit Documentation Requirement
    4. The auditor must prepare audit documentation in connection with 
each engagement conducted pursuant to the standards of the PCAOB. Audit 
documentation should be prepared in sufficient detail to provide a 
clear understanding of its purpose, source, and the conclusions 
reached. Also, the documentation should be appropriately organized to 
provide a clear link to the significant findings or issues.\1\ Examples 
of audit documentation include memoranda, confirmations, 
correspondence, schedules, audit programs, and letters of 
representation. Audit documentation may be in the form of paper, 
electronic files, or other media.
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    \1\ See paragraph 12 of this standard for a description of 
significant findings or issues.
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    5. Because audit documentation is the written record that provides 
the support for the representations in the auditor's report, it should:
    a. Demonstrate that the engagement complied with the standards of 
the PCAOB,
    b. Support the basis for the auditor's conclusions concerning every 
relevant financial statement assertion, and
    c. Demonstrate that the underlying accounting records agreed or 
reconciled with the financial statements.
    6. The auditor must document the procedures performed, evidence 
obtained, and conclusions reached with respect to relevant financial 
statement assertions.\2\ Audit documentation must clearly demonstrate 
that the work was in fact performed. This documentation requirement 
applies to the work of all those who participate in the engagement as 
well as to the work of specialists the auditor uses as evidential 
matter in evaluating relevant financial statement assertions. Audit 
documentation must contain sufficient information to enable an 
experienced auditor, having no previous connection with the engagement:
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    \2\ Relevant financial statement assertions are described in 
paragraphs 68-70 of PCAOB Auditing Standard No. 2, An Audit of 
Internal Control Over Financial Reporting Performed in Conjunction 
with An Audit of Financial Statements.
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    a. To understand the nature, timing, extent, and results of the 
procedures performed, evidence obtained, and conclusions reached, and
    b. To determine who performed the work and the date such work was 
completed as well as the person who reviewed the work and the date of 
such review.

    Note: An experienced auditor has a reasonable understanding of 
audit activities and has studied the company's industry as well as 
the accounting and auditing issues relevant to the industry.

    7. In determining the nature and extent of the documentation for a 
financial statement assertion, the auditor should consider the 
following factors:
     Nature of the auditing procedure;
     Risk of material misstatement associated with the 
assertion;
     Extent of judgment required in performing the work and 
evaluating the results, for example, accounting estimates require 
greater judgment and commensurately more extensive documentation;
     Significance of the evidence obtained to the assertion 
being tested; and
     Responsibility to document a conclusion not readily 
determinable from the documentation of the procedures performed or 
evidence obtained.
    Application of these factors determines whether the nature and 
extent of audit documentation is adequate.
    8. In addition to the documentation necessary to support the 
auditor's final conclusions, audit documentation must include 
information the auditor has identified relating to significant findings 
or issues that is inconsistent with or contradicts the auditor's final 
conclusions. The relevant records to be

[[Page 43470]]

retained include, but are not limited to, procedures performed in 
response to the information, and records documenting consultations on, 
or resolutions of, differences in professional judgment among members 
of the engagement team or between the engagement team and others 
consulted.
    9. If, after the documentation completion date (defined in 
paragraph 15), the auditor becomes aware, as a result of a lack of 
documentation or otherwise, that audit procedures may not have been 
performed, evidence may not have been obtained, or appropriate 
conclusions may not have been reached, the auditor must determine, and 
if so demonstrate, that sufficient procedures were performed, 
sufficient evidence was obtained, and appropriate conclusions were 
reached with respect to the relevant financial statement assertions. To 
accomplish this, the auditor must have persuasive other evidence. Oral 
explanation alone does not constitute persuasive other evidence, but it 
may be used to clarify other written evidence.
     If the auditor determines and demonstrates that sufficient 
procedures were performed, sufficient evidence was obtained, and 
appropriate conclusions were reached, but that documentation thereof is 
not adequate, then the auditor should consider what additional 
documentation is needed. In preparing additional documentation, the 
auditor should refer to paragraph 16.
     If the auditor cannot determine or demonstrate that 
sufficient procedures were performed, sufficient evidence was obtained, 
or appropriate conclusions were reached, the auditor should comply with 
the provisions of AU sec. 390, Consideration of Omitted Procedures 
After the Report Date.
Documentation of Specific Matters
    10. Documentation of auditing procedures that involve the 
inspection of documents or confirmation, including tests of details, 
tests of operating effectiveness of controls, and walkthroughs, should 
include identification of the items inspected. Documentation of 
auditing procedures related to the inspection of significant contracts 
or agreements should include abstracts or copies of the documents.

    Note: The identification of the items inspected may be satisfied 
by indicating the source from which the items were selected and the 
specific selection criteria, for example:

     If an audit sample is selected from a population of 
documents, the documentation should include identifying 
characteristics (for example, the specific check numbers of the 
items included in the sample).
     If all items over a specific dollar amount are selected 
from a population of documents, the documentation need describe only 
the scope and the identification of the population (for example, all 
checks over $10,000 from the October disbursements journal).
     If a systematic sample is selected from a population of 
documents, the documentation need only provide an identification of 
the source of the documents and an indication of the starting point 
and the sampling interval (for example, a systematic sample of sales 
invoices was selected from the sales journal for the period from 
October 1 to December 31, starting with invoice number 452 and 
selecting every 40th invoice).

    11. Certain matters, such as auditor independence, staff training 
and proficiency and client acceptance and retention, may be documented 
in a central repository for the public accounting firm (``firm'') or in 
the particular office participating in the engagement. If such matters 
are documented in a central repository, the audit documentation of the 
engagement should include a reference to the central repository. 
Documentation of matters specific to a particular engagement should be 
included in the audit documentation of the pertinent engagement.
    12. The auditor must document significant findings or issues, 
actions taken to address them (including additional evidence obtained), 
and the basis for the conclusions reached in connection with each 
engagement. Significant findings or issues are substantive matters that 
are important to the procedures performed, evidence obtained, or 
conclusions reached, and include, but are not limited to, the 
following:
    a. Significant matters involving the selection, application, and 
consistency of accounting principles, including related disclosures. 
Significant matters include, but are not limited to, accounting for 
complex or unusual transactions, accounting estimates, and 
uncertainties as well as related management assumptions.
    b. Results of auditing procedures that indicate a need for 
significant modification of planned auditing procedures, the existence 
of material misstatements, omissions in the financial statements, the 
existence of significant deficiencies, or material weaknesses in 
internal control over financial reporting.
    c. Audit adjustments. For purposes of this standard, an audit 
adjustment is a correction of a misstatement of the financial 
statements that was or should have been proposed by the auditor, 
whether or not recorded by management, that could, either individually 
or when aggregated with other misstatements, have a material effect on 
the company's financial statements.
    d. Disagreements among members of the engagement team or with 
others consulted on the engagement about final conclusions reached on 
significant accounting or auditing matters.
    e. Circumstances that cause significant difficulty in applying 
auditing procedures.
    f. Significant changes in the assessed level of audit risk for 
particular audit areas and the auditor's response to those changes.
    g. Any matters that could result in modification of the auditor's 
report.
    13. The auditor must identify all significant findings or issues in 
an engagement completion document. This document may include either all 
information necessary to understand the significant findings, issues or 
cross-references, as appropriate, to other available supporting audit 
documentation. This document, along with any documents cross-
referenced, should collectively be as specific as necessary in the 
circumstances for a reviewer to gain a thorough understanding of the 
significant findings or issues.

    Note: The engagement completion document prepared in connection 
with the annual audit should include documentation of significant 
findings or issues identified during the review of interim financial 
information.

Retention of and Subsequent Changes to Audit Documentation
    14. The auditor must retain audit documentation for seven years 
from the date the auditor grants permission to use the auditor's report 
in connection with the issuance of the company's financial statements 
(report release date), unless a longer period of time is required by 
law. If a report is not issued in connection with an engagement, then 
the audit documentation must be retained for seven years from the date 
that fieldwork was substantially completed. If the auditor was unable 
to complete the engagement, then the audit documentation must be 
retained for seven years from the date the engagement ceased.
    15. Prior to the report release date, the auditor must have 
completed all necessary auditing procedures and obtained sufficient 
evidence to support the representations in the auditor's report. A 
complete and final set of audit documentation should be assembled for 
retention as of a date not more than 45 days after the report release 
date (documentation completion date). If a

[[Page 43471]]

report is not issued in connection with an engagement, then the 
documentation completion date should not be more than 45 days from the 
date that fieldwork was substantially completed. If the auditor was 
unable to complete the engagement, then the documentation completion 
date should not be more than 45 days from the date the engagement 
ceased.
    16. Circumstances may require additions to audit documentation 
after the report release date. Audit documentation must not be deleted 
or discarded after the documentation completion date, however, 
information may be added. Any documentation added must indicate the 
date the information was added, the name of the person who prepared the 
additional documentation, and the reason for adding it.
    17. Other standards require the auditor to perform procedures 
subsequent to the report release date in certain circumstances. For 
example, in accordance with AU sec. 711, Filings Under Federal 
Securities Statutes, auditors are required to perform certain 
procedures up to the effective date of a registration statement.\3\ The 
auditor must identify and document any additions to audit documentation 
as a result of these procedures consistent with the previous paragraph.
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    \3\ Section 11 of the Securities Act of 1933 makes specific 
mention of the auditor's responsibility as an expert when the 
auditor's report is included in a registration statement under the 
1933 Act.
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    18. The office of the firm issuing the auditor's report is 
responsible for ensuring that all audit documentation sufficient to 
meet the requirements of paragraphs 4-13 of this standard is prepared 
and retained. Audit documentation supporting the work performed by 
other auditors (including auditors associated with other offices of the 
firm, affiliated firms, or non-affiliated firms), must be retained by 
or be accessible to the office issuing the auditor's report.\4\
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    \4\ Section 106(b) of the Sarbanes-Oxley Act of 2002 imposes 
certain requirements concerning production of the work papers of a 
foreign public accounting firm on whose opinion or services the 
auditor relies. Compliance with this standard does not substitute 
for compliance with Section 106(b) or any other applicable law.
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    19. In addition, the office issuing the auditor's report must 
obtain, and review and retain, prior to the report release date, the 
following documentation related to the work performed by other auditors 
(including auditors associated with other offices of the firm, 
affiliated firms, or non-affiliated firms):
    a. An engagement completion document consistent with paragraphs 12 
and 13.

    Note: This engagement completion document should include all 
cross-referenced, supporting audit documentation.

    b. A list of significant fraud risk factors, the auditor's 
response, and the results of the auditor's related procedures.
    c. Sufficient information relating to any significant findings or 
issues that are inconsistent with or contradict the final conclusions, 
as described in paragraph 8.
    d. Any findings affecting the consolidating or combining of 
accounts in the consolidated financial statements.
    e. Sufficient information to enable the office issuing the 
auditor's report to agree or to reconcile the financial statement 
amounts audited by the other auditor to the information underlying the 
consolidated financial statements.
    f. A schedule of audit adjustments, including a description of the 
nature and cause of each misstatement.
    g. All significant deficiencies and material weaknesses in internal 
control over financial reporting, including a clear distinction between 
those two categories.
    h. Letters of representations from management.
    i. All matters to be communicated to the audit committee.
    If the auditor decides to make reference in his or her report to 
the audit of the other auditor, however, the auditor issuing the report 
need not perform the procedures in this paragraph and, instead, should 
refer to AU sec. 543, Part of Audit Performed by Other Independent 
Auditors.
    20. The auditor also might be required to maintain documentation in 
addition to that required by this standard.\5\
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    \5\ For example, the SEC requires auditors to retain, in 
addition to documentation required by this standard, memoranda, 
correspondence, communications (for example, electronic mail), other 
documents, and records (in the form of paper, electronic, or other 
media) that are created, sent, or received in connection with an 
engagement conducted in accordance with auditing and related 
professional practice standards and that contain conclusions, 
opinions, analyses, or data related to the engagement. (Retention of 
Audit and Review Records, 17 CFR 210.2-06, effective for audits or 
reviews completed on or after October 31, 2003.)
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Effective Date
    21. This standard is effective for audits of financial statements, 
which may include an audit of internal control over financial 
reporting, with respect to fiscal years ending on or after [the later 
of November 15, 2004, or 30 days after the date of approval of this 
standard by the SEC]. For other engagements conducted pursuant to the 
standards of the PCAOB, including reviews of interim financial 
information, this standard takes effect beginning with the first 
quarter ending after the first financial statement audit covered by 
this standard.

Appendix A--Background and Basis for Conclusions

 
                     Table of Contents                        Paragraph
 
Introduction...............................................        A1-A2
Background.................................................        A3-A7
Objective of This Standard.................................       A8-A10
Audit Programs.............................................      A11-A12
Reviewability Standard.....................................      A13-A19
Audit Documentation Must Demonstrate That the Work was Done      A20-A33
Audit Adjustments..........................................      A34-A36
Information That is Inconsistent with or Contradicts the         A37-A38
 Auditor's Final Conclusions...............................
Retention of Audit Documentation...........................      A39-A41
Section 802 of Sarbanes-Oxley and the SEC's Implementing         A42-A50
 Rule......................................................
Changes to Audit Documentation.............................      A51-A59
Multi-Location Audits and Using the Work of Other Auditors.      A60-A67
Effective Date.............................................      A68-A70
Reference to Audit Documentation As the Property of the              A71
 Auditor...................................................
Confidential Client Information............................          A72
 


[[Page 43472]]

Introduction

    A1. This appendix summarizes considerations that the Public 
Company Accounting Oversight Board (``PCAOB'' or ``Board'') deemed 
significant in developing this standard. This appendix includes 
reasons for accepting certain views and rejecting others.
    A2. Section 103(a)(2)(A)(i) of the Sarbanes-Oxley Act of 2002 
(the ``Act'') directs the Board to establish auditing standards that 
require registered public accounting firms to prepare and maintain, 
for at least seven years, audit documentation ``in sufficient detail 
to support the conclusions reached'' in the auditor's report. 
Accordingly, the Board has made audit documentation a priority.

Background

    A3. Auditors support the conclusions in their reports with a 
work product called audit documentation, also referred to as working 
papers or work papers. Audit documentation supports the basis for 
the conclusions in the auditor's report. Audit documentation also 
facilitates the planning, performance, and supervision of the 
engagement and provides the basis for the review of the quality of 
the work by providing the reviewer with written documentation of the 
evidence supporting the auditor's significant conclusions. Examples 
of audit documentation include memoranda, confirmations, 
correspondence, schedules, audit programs, and letters of 
representation. Audit documentation may be in the form of paper, 
electronic files, or other media.
    A4. The Board's standard on audit documentation is one of the 
fundamental building blocks on which both the integrity of audits 
and the Board's oversight will rest. The Board believes that the 
quality and integrity of an audit depends, in large part, on the 
existence of a complete and understandable record of the work the 
auditor performed, the conclusions the auditor reached, and the 
evidence the auditor obtained that supports those conclusions. 
Meaningful reviews, whether by the Board in the context of its 
inspections or through other reviews, such as internal quality 
control reviews, would be difficult or impossible without adequate 
documentation. Clear and comprehensive audit documentation is 
essential to enhance the quality of the audit and, at the same time, 
to allow the Board to fulfill its mandate to inspect registered 
public accounting firms to assess the degree of compliance of those 
firms with applicable standards and laws.
    A5. The Board began a standards-development project on audit 
documentation by convening a public roundtable discussion on 
September 29, 2003, to discuss issues and hear views on the subject. 
Participants at the roundtable included representatives from public 
companies, public accounting firms, investor groups, and regulatory 
organizations.
    A6. Prior to this roundtable discussion, the Board prepared and 
released a briefing paper on audit documentation that posed several 
questions to help identify the objectives--and the appropriate scope 
and form--of audit documentation. In addition, the Board asked 
participants to address specific issues in practice relating to, 
among other things, changes in audit documentation after release of 
the audit report, essential elements and the appropriate amount of 
detail of audit documentation, the effect on audit documentation of 
a principal auditor's decision to use the work of other auditors, 
and retention of audit documentation. Based on comments made at the 
roundtable, advice from the Board's staff, and other input the Board 
received, the Board determined that the pre-existing standard on 
audit documentation, Statement on Auditing Standards (``SAS'') No. 
96, Audit Documentation, was insufficient for the Board to discharge 
appropriately its standard-setting obligations under Section 103(a) 
of the Act. In response, the Board developed and issued for comment, 
on November 17, 2003, a proposed auditing standard titled, Audit 
Documentation.
    A7. The Board received 38 comment letters from a variety of 
interested parties, including auditors, regulators, professional 
associations, government agencies, and others. Those comments led to 
some changes in the requirements of the standard. Also, other 
changes made the requirements easier to understand. The following 
sections summarize significant views expressed in those comment 
letters and the Board's responses to those comments.

Objective of This Standard

    A8. The objective of this standard is to improve audit quality 
and enhance public confidence in the quality of auditing. Good audit 
documentation improves the quality of the work performed in many 
ways, including, for example:
     Providing a record of actual work performed, which 
provides assurance that the auditor accomplishes the planned 
objectives.
     Facilitating the reviews performed by supervisors, 
managers, engagement partners, engagement quality reviewers,\1\ and 
PCAOB inspectors.
     Improving effectiveness and efficiency by reducing 
time-consuming, and sometimes inaccurate, oral explanations of what 
was done (or not done).
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    \1\ The engagement quality reviewer is referred to as the 
concurring partner reviewer in the membership requirements of the 
AICPA SEC Practice Section. The Board adopted certain of these 
membership requirements as they existed on April 16, 2003. Some 
firms also may refer to this designated reviewer as the second 
partner reviewer.
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    A9. The documentation requirements in this standard should 
result in more effective and efficient oversight of registered 
public accounting firms and associated persons, thereby improving 
audit quality and enhancing investor confidence.
    A10. Inadequate audit documentation diminishes audit quality on 
many levels. First, if audit documentation does not exist for a 
particular procedure or conclusion related to a significant matter, 
it casts doubt as to whether the necessary work was done. If the 
work was not documented, then it becomes difficult for the 
engagement team, and others, to know what was done, what conclusions 
were reached, and how those conclusions were reached. In addition, 
good audit documentation is very important in an environment in 
which engagement staff changes or rotates. Due to engagement staff 
turnover, knowledgeable staff on an engagement may not be available 
for the next engagement.

Audit Programs

    A11. Several commenters suggested that audit documentation 
should include audit programs. Audit programs were specifically 
mentioned in SAS No. 96 as a form of audit documentation.
    A12. The Board accepted this recommendation, and paragraph 4 in 
the final standard includes audit programs as an example of 
documentation. Audit programs may provide evidence of audit planning 
as well as limited evidence of the execution of audit procedures, 
but the Board believes that signed-off audit programs should 
generally not be used as the sole documentation that a procedure was 
performed, evidence was obtained, or a conclusion was reached. An 
audit program aids in the conduct and supervision of an engagement, 
but completed and initialed audit program steps should be supported 
with proper documentation in the working papers.

Reviewability Standard

    A13. The proposed standard would have adapted a standard of 
reviewability from the U.S. General Accounting Office's (``GAO'') 
documentation standard for government and other audits conducted in 
accordance with generally accepted government auditing standards 
(``GAGAS''). The GAO standard provides that ``Audit documentation 
related to planning, conducting, and reporting on the audit should 
contain sufficient information to enable an experienced auditor who 
has had no previous connection with the audit to ascertain from the 
audit documentation the evidence that supports the auditors' 
significant judgments and conclusions.'' \2\ This requirement has 
been important in the field of government auditing because 
government audits have long been reviewed by GAO auditors who, 
although experienced in auditing, do not participate in the actual 
audits. Moreover, the Panel on Audit Effectiveness recommended that 
sufficient, specific requirements for audit documentation be 
established to enable public accounting firms' internal inspection 
teams as well as others, including reviewers outside of the firms, 
to assess the quality of engagement performance.\3\ Audits and 
reviews of issuers' financial statements will now, under the Act, be 
subject to review by PCAOB inspectors. Therefore, a documentation 
standard that enables an inspector to understand the work that was 
performed in an audit or review is appropriate.
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    \2\ U.S. General Accounting Office, Government Auditing 
Standards, ``Field Work Standards for Financial Audits'' (2003 
Revision), paragraph 4.22.
    \3\ Panel on Audit Effectiveness, Report and Recommendations 
(Stamford, Ct: Public Oversight Board, August 31, 2000).
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    A14. Accordingly, the Board's proposed standard would have 
required that audit documentation contain sufficient information

[[Page 43473]]

to enable an experienced auditor, having no previous connection with 
the engagement, to understand the work that was performed, the name 
of the person(s) who performed it, the date it was completed, and 
the conclusions reached. This experienced auditor also should have 
been able to determine who reviewed the work and the date of such 
review.
    A15. Some commenters suggested that the final standard more 
specifically describe the qualifications of an experienced auditor. 
These commenters took the position that only an engagement partner 
with significant years of experience would have the experience 
necessary to be able to understand all the work that was performed 
and the conclusions that were reached. One commenter suggested that 
an auditor who is reviewing audit documentation should have 
experience and knowledge consistent with the experience and 
knowledge that the auditor performing the audit would be required to 
possess, including knowledge of the current accounting, auditing, 
and financial reporting issues of the company's industry. Another 
said that the characteristics defining an experienced auditor should 
be consistent with those expected of the auditor with final 
responsibility for the engagement.
    A16. After considering these comments, the Board has provided 
additional specificity about the meaning of the term, experienced 
auditor. The standard now describes an experienced auditor as one 
who has a reasonable understanding of audit activities and has 
studied the company's industry as well as the accounting and 
auditing issues relevant to the industry.
    A17. Some commenters also suggested that the standard, as 
proposed, did not allow for the use of professional judgment. These 
commenters pointed to the omission of a statement about professional 
judgment found in paragraph 4.23 of GAGAS that states, ``The 
quantity, type, and content of audit documentation are a matter of 
the auditors' professional judgment.'' A nearly identical statement 
was found in the interim auditing standard, SAS No. 96, Audit 
Documentation.
    A18. Auditors exercise professional judgment in nearly every 
aspect of planning, performing, and reporting on an audit. Auditors 
also exercise professional judgment in the documentation of an audit 
and other engagements. An objective of this standard is to ensure 
that auditors give proper consideration to the need to document 
procedures performed, evidence obtained, and conclusions reached in 
light of time and cost considerations in completing an engagement.
    A19. Nothing in the standard precludes auditors from exercising 
their professional judgment. Moreover, because professional judgment 
might relate to any aspect of an audit, the Board does not believe 
that an explicit reference to professional judgment is necessary 
every time the use of professional judgment may be appropriate.

Audit Documentation Must Demonstrate That the Work Was Done

    A20. A guiding principle of the proposed standard was that 
auditors must document procedures performed, evidence obtained, and 
conclusions reached. This principle is not new and was found in the 
interim standard, SAS No. 96, Audit Documentation, which this 
standard supersedes. Audit documentation also should demonstrate 
compliance with the standards of the PCAOB and include justification 
for any departures.
    A21. The proposed standard would have adapted a provision in the 
California Business and Professions Code which provides that if 
documentation does not exist, then there is a rebuttable presumption 
that the work had not been done.
    A22. The objections to this proposal fell into two general 
categories: the effect of the rebuttable presumption on legal 
proceedings and the perceived impracticality of documenting every 
conversation or conclusion that affected the engagement. Discussion 
of these issues follows.

Rebuttable Presumption

    A23. Commenters expressed concern about the effects of the 
proposed language on regulatory or legal proceedings outside the 
context of the PCAOB's oversight. They argued that the rebuttable 
presumption might be understood to establish evidentiary rules for 
use in judicial and administrative proceedings in other 
jurisdictions.
    A24. Some commenters also had concerns that oral explanation 
alone would not constitute persuasive other evidence that work was 
done, absent any documentation. Those commenters argued that not 
allowing oral explanations when there was no documentation would 
essentially make the presumption ``irrebuttable.'' Moreover, those 
commenters argued that it was inappropriate for a professional 
standard to predetermine for a court the relative value of evidence.
    A25. The Board believes that complete audit documentation is 
necessary for a quality audit or other engagement. The Board intends 
the standard to require auditors to document procedures performed, 
evidence obtained, and conclusions reached to improve the quality of 
audits. The Board also intends that a deficiency in documentation is 
a departure from the Board's standards. Thus, although the Board 
removed the phrase rebuttable presumption, the Board continues to 
stress, in paragraph 9 of the standard, that the auditor must have 
persuasive other evidence that the procedures were performed, 
evidence was obtained, and appropriate conclusions were reached with 
respect to relevant financial statement assertions.
    A26. The term should (presumptively mandatory responsibility) 
was changed to must (unconditional responsibility) in paragraph 6 to 
establish a higher threshold for the auditor. Auditors have an 
unconditional requirement to document their work. Failure to 
discharge an unconditional responsibility is a violation of the 
standard and Rule 3100, which requires all registered public 
accounting firms to adhere to the Board's auditing and related 
professional practice standards in connection with an audit or 
review of an issuer's financial statements.
    A27. The Board also added two new paragraphs to the final 
standard to explain the importance and associated responsibility of 
performing the work and adequately documenting all work that was 
performed. Paragraph 7 provides a list of factors the auditor should 
consider in determining the nature and extent of documentation. 
These factors should be considered by both the auditor in preparing 
the documentation and the reviewer in evaluating the documentation.
    A28. In paragraph 9 of this standard, if, after the 
documentation completion date, as a result of a lack of 
documentation or otherwise, it appears that audit procedures may not 
have been performed, evidence may not have been obtained, or 
appropriate conclusions may not have been reached, the auditor must 
determine, and if so demonstrate, that sufficient procedures were 
performed, sufficient evidence was obtained, and appropriate 
conclusions were reached with respect to the relevant financial 
statement assertions. In those circumstances, for example, during an 
inspection by the Board or during the firm's internal quality 
control review, the auditor is required to demonstrate with 
persuasive other evidence that the procedures were performed, the 
evidence was obtained, and appropriate conclusions were reached. In 
this and similar contexts, oral explanation alone does not 
constitute persuasive other evidence. However, oral evidence may be 
used to clarify other written evidence.
    A29. In addition, more reliable, objective evidence may be 
required depending on the nature of the test and the objective the 
auditor is trying to achieve. For example, if there is a high risk 
of a material misstatement with respect to a particular assertion, 
then the auditor should obtain and document sufficient procedures 
for the auditor to conclude on the fairness of the assertion.

Impracticality

    A30. Some commenters expressed concern that the proposed 
standard could be construed or interpreted to require the auditor to 
document every conversation held with company management or among 
the engagement team members. Some commenters also argued that they 
should not be required to document every conclusion, including 
preliminary conclusions that were part of a thought process that may 
have led them to a different conclusion, on the ground that this 
would result in needless and costly work performed by the auditor. 
Commenters also expressed concern that an unqualified requirement to 
document procedures performed, evidence obtained, and conclusions 
reached without allowing the use of auditor judgment would increase 
the volume of documentation but not the quality. They stated that it 
would be unnecessary, time-consuming, and potentially 
counterproductive to require the auditor to make a written record of 
everything he or she did.
    A31. The Board's standard distinguishes between (1) an audit 
procedure that must be documented and (2) a conversation with 
company management or among the members of the engagement team. 
Inquiries with management should be documented when an inquiry is 
important to a particular

[[Page 43474]]

procedure. The inquiry could take place during planning, 
performance, or reporting. The auditor need not document each 
conversation that occurred.
    A32. A final conclusion is an integral part of a working paper, 
unless the working paper is only for informational purposes, such as 
documentation of a discussion or a process. This standard does not 
require that the auditor document each interim conclusion reached in 
arriving at the risk assessments or final conclusions. Conclusions 
reached early on during an audit may be based on incomplete 
information or an incorrect understanding. Nevertheless, auditors 
should document a final conclusion for every audit procedure 
performed, if that conclusion is not readily apparent based on 
documented results of the procedures.
    A33. The Board also believes the reference to specialists is an 
important element of paragraph 6. Specialists play a vital role in 
audit engagements. For example, appraisers, actuaries, and 
environmental consultants provide valuable data concerning asset 
values, calculation assumptions, and loss reserves. When using the 
work of a specialist, the auditor must ensure that the specialist's 
work, as it relates to the audit objectives, also is adequately 
documented. For example, if the auditor relies on the work of an 
appraiser in obtaining the fair value of commercial property 
available for sale, then the auditor must ensure the appraisal 
report is adequately documented. Moreover, the term specialist in 
this standard is intended to include any specialist the auditor 
relies on in conducting the work, including those employed or 
retained by the auditor or by the company.

Audit Adjustments

    A34. Several commenters recommended that the definition of audit 
adjustments in this proposed standard should be consistent with the 
definition contained in AU sec. 380, Communication with Audit 
Committees.
    A35. Although the Board recognizes potential benefits of having 
a uniform definition of the term audit adjustments, the Board does 
not believe that the definition in AU sec. 380 is appropriate for 
this documentation standard because that definition was intended for 
communication with audit committees. The Board believes that the 
definition should be broader so that the engagement partner, 
engagement quality reviewer, and others can be aware of all proposed 
corrections of misstatements, whether or not recorded by the entity, 
of which the auditor is aware, that were or should have been 
proposed based on the audit evidence.
    A36. Adjustments that should have been proposed based on known 
audit evidence are material misstatements that the auditor 
identified but did not propose to management. Examples include 
situations in which (1) the auditor identifies a material error but 
does not propose an adjustment and (2) the auditor proposes an 
adjustment in the working papers, but fails to note the adjustment 
in the summary or schedule of proposed adjustments.

Information That Is Inconsistent With or Contradicts the Auditor's 
Final Conclusions

    A37. Paragraph .25 of AU sec. 326, Evidential Matter, states: 
``In developing his or her opinion, the auditor should consider 
relevant evidential matter regardless of whether it appears to 
corroborate or to contradict the assertions in the financial 
statements.'' Thus, during the conduct of an audit, the auditor 
should consider all relevant evidential matter even though it might 
contradict or be inconsistent with other conclusions. Audit 
documentation must contain information or data relating to 
significant findings or issues that are inconsistent with the 
auditor's final conclusions on the relevant matter.
    A38. Also, information that initially appears to be inconsistent 
or contradictory, but is found to be incorrect or based on 
incomplete information, need not be included in the final audit 
documentation, provided that the apparent inconsistencies or 
contradictions were satisfactorily resolved by obtaining complete 
and correct information. In addition, with respect to differences in 
professional judgment, auditors need not include in audit 
documentation preliminary views based on incomplete information or 
data.

Retention of Audit Documentation

    A39. The proposed standard would have required an auditor to 
retain audit documentation for seven years after completion of the 
engagement, which is the minimum period permitted under Section 
103(a)(2)(A)(i) of the Act. In addition, the proposed standard would 
have added a new requirement that the audit documentation must be 
assembled for retention within a reasonable period of time after the 
auditor's report is released. Such reasonable period of time should 
not exceed 45 days.
    A40. In general, those commenting on this documentation 
retention requirement did not have concerns with the time period of 
45 days to assemble the working papers. However, some commenters 
suggested the Board tie this 45-day requirement to the filing date 
of the company's financial statements with the SEC. One commenter 
recommended that the standard refer to the same trigger date for 
initiating both the time period during which the auditor should 
complete work paper assembly and the beginning of the seven-year 
retention period.
    A41. For consistency and practical implications, the Board 
agreed that the standard should have the same date for the auditor 
to start assembling the audit documentation and initiating the 
seven-year retention period. The Board decided that the seven-year 
retention period begins on the report release date, which is defined 
as the date the auditor grants permission to use the auditor's 
report in connection with the issuance of the company's financial 
statements. In addition, auditors will have 45 days to assemble the 
complete and final set of audit documentation, beginning on the 
report release date. The Board believes that using the report 
release date is preferable to using the filing date of the company's 
financial statements, since the auditor has ultimate control over 
granting permission to use his or her report. If an auditor's report 
is not issued, then the audit documentation is to be retained for 
seven years from the date that fieldwork was substantially 
completed. If the auditor was unable to complete the engagement, 
then the seven-year period begins when the work on the engagement 
ceased.

Section 802 of Sarbanes-Oxley and the SEC's Implementing Rule

    A42. Many commenters had concerns about the similarity in 
language between the proposed standard and the SEC final rule 
(issued in January 2003) on record retention, Retention of Records 
Relevant to Audits and Reviews.\4\ Some commenters recommended that 
the PCAOB undertake a project to identify and resolve all 
differences between the proposed standard and the SEC's final rule. 
These commenters also suggested that the Board include similar 
language from the SEC final rule, Rule 2-06 of Regulation S-X, which 
limits the requirement to retain some items.
---------------------------------------------------------------------------

    \4\ SEC Regulation S-X, 17 CFR 210.2-06 (SEC Release No. 33-
8180, January 2003). (The final rule was effective in March 2003.)
---------------------------------------------------------------------------

Differences between Section 802 and This Standard

    A43. The objective of the Board's standard is different from the 
objective of the SEC's rule on record retention. The objective of 
the Board's standard is to require auditors to create certain 
documentation to enhance the quality of audit documentation, thereby 
improving the quality of audits and other related engagements. The 
records retention section of this standard, mandated by Section 103 
of the Act, requires registered public accounting firms to ``prepare 
and maintain for a period of not less than 7 years, audit work 
papers, and other information related to any audit report, in 
sufficient detail to support the conclusions reached in such 
report.'' (emphasis added)
    A44. In contrast, the focus of the SEC rule is to require 
auditors to retain documents that the auditor does create, in order 
that those documents will be available in the event of a regulatory 
investigation or other proceeding. As stated in the release 
accompanying the SEC's final rule (SEC Release No. 33-8180):
    Section 802 of the Sarbanes-Oxley Act is intended to address the 
destruction or fabrication of evidence and the preservation of 
``financial and audit records.'' We are directed under that section 
to promulgate rules related to the retention of records relevant to 
the audits and reviews of financial statements that companies file 
with the Commission.
    A45. The SEC release further states, ``New rule 2-06 * * * 
addresses the retention of documents relevant to enforcement of the 
securities laws, Commission rules, and criminal laws.''
    A46. Despite their different objectives, the proposed standard 
and SEC Rule 2-06 use similar language in describing documentation 
generated during an audit or review. Paragraph 4 of the proposed 
standard stated that, ``Audit documentation ordinarily consists of 
memoranda, correspondence,

[[Page 43475]]

schedules, and other documents created or obtained in connection 
with the engagement and may be in the form of paper, electronic 
files, or other media.'' Paragraph (a) of SEC Rule 2-06 describes 
``records relevant to the audit or review'' that must be retained 
as, (1) ``workpapers and other documents that form the basis of the 
audit or review and (2) memoranda, correspondence, communications, 
other documents, and records (including electronic records), which: 
[a]re created, sent or received in connection with the audit or 
review and [c]ontain conclusions, opinions, analyses, or financial 
data related to the audit or review. * * *'' (numbering and emphasis 
added).
    A47. The SEC makes a distinction between the objectives of 
categories (1) and (2). Category (1) includes audit documentation. 
Documentation to be retained according to the Board's standard 
clearly falls within category (1). Items in category (2) include 
``desk files'' which are more than ``what traditionally has been 
thought of as auditor's `workpapers'.'' The SEC's rule requiring 
auditors to retain items in category (2) have the principal purpose 
of facilitating enforcement of securities laws, SEC rules, and 
criminal laws. This is not an objective of the Board's standard. 
According to SEC Rule 2-06, items in category (2) are limited to 
those which: (a) Are created, sent or received in connection with 
the audit or review, and (b) contain conclusions, opinions, 
analyses, or financial data related to the audit or review. The 
limitations, (a) and (b), do not apply to category (1).
    A48. Paragraph 4 of the final standard deletes the reference in 
the proposed standard to ``other documents created or obtained in 
connection with the engagement.'' The Board decided to keep 
``correspondence'' in the standard because correspondence can be 
valid audit evidence. Paragraph 20 of the standard reminds the 
auditor that he or she may be required to maintain documentation in 
addition to that required by this standard.

Significant Matters and Significant Findings or Issues

    A49. Some commenters asked how the term significant matters, in 
Rule 2-06, relates to the term significant findings or issues in the 
Board's standard. The SEC's release accompanying its final Rule 2-06 
states that ``* * * significant matters is intended to refer to the 
documentation of substantive matters that are important to the audit 
or review process or to the financial statements of the issuer. * * 
*'' This is very similar to the term significant findings or issues 
contained in paragraph 12 of the Board's standard which requires 
auditors to document significant findings or issues, actions taken 
to address them (including additional evidence obtained), and the 
basis for the conclusions reached. Examples of significant findings 
or issues are provided in the standard.
    A50. Based on the explanation in the SEC's final rule and 
accompanying release, the Board believes that significant matters 
are included in the meaning of significant findings or issues in the 
Board's standard. The Board is of the view that significant findings 
or issues is more comprehensive and provides more clarity than 
significant matters and, therefore, has not changed the wording in 
the final standard.

Changes to Audit Documentation

    A51. The proposed standard would have required that any changes 
to the working papers after completion of the engagement be 
documented without deleting or discarding the original documents. 
Such documentation must indicate the date the information was added, 
by whom it was added, and the reason for adding it.
    A52. One commenter recommended that the Board provide examples 
of auditing procedures that should be performed before the report 
release date and procedures that may be performed after the report 
release date. Some commenters also requested clarification about the 
treatment of changes to documentation that occurred after the 
completion of the engagement but before the report release date. 
Many commenters recommended that the Board more specifically 
describe post-issuance procedures. The Board generally agreed with 
these comments.
    A53. The final standard includes two important dates for the 
preparation of audit documentation: (1) The report release date and 
(2) the documentation completion date.
     Prior to the report release date, the auditor must have 
completed all necessary auditing procedures, including clearing 
review notes and providing support for all final conclusions. In 
addition, the auditor must have obtained sufficient evidence to 
support the representations in the auditor's reports before the 
report release date.
     After the report release date and prior to the 
documentation completion date, the auditor has 45 calendar days in 
which to assemble the documentation.
    A54. During the audit, audit documentation may be superseded for 
various reasons. Often, during the review process, reviewers 
annotate the documentation with clarifications, questions, and 
edits. The completion process often involves revising the 
documentation electronically and generating a new copy. The SEC's 
final rule on record retention, Retention of Records Relevant to 
Audits and Reviews,\5\ explains that the SEC rule does not require 
that the following documents generally need to be retained: 
Superseded drafts of memoranda, financial statements or regulatory 
filings; notes on superseded drafts of memoranda, financial 
statements or regulatory filings that reflect incomplete or 
preliminary thinking; previous copies of workpapers that have been 
corrected for typographical errors or errors due to training of new 
employees; and duplicates of documents. This standard also does not 
require auditors to retain such documents as a general matter.
---------------------------------------------------------------------------

    \5\ See footnote 4
---------------------------------------------------------------------------

    A55. Any documents, however, that reflect information that is 
either inconsistent with or contradictory to the conclusions 
contained in the final working papers may not be discarded. Any 
documents added must indicate the date they were added, the name of 
the person who prepared them, and the reason for adding them.
    A56. If the auditor obtains and documents evidence after the 
report release date, the auditor should refer to the interim 
auditing standards, AU sec. 390, Consideration of Omitted Procedures 
After the Report Date and AU sec. 561, Subsequent Discovery of Facts 
Existing at the Date of the Auditor's Report. Auditors should not 
discard any previously existing documentation in connection with 
obtaining and documenting evidence after the report release date.
    A57. The auditor may perform certain procedures subsequent to 
the report release date. For example, pursuant to AU sec. 711, 
Filings Under Federal Securities Statutes, auditors are required to 
perform certain procedures up to the effective date of a 
registration statement. The auditor should identify and document any 
additions to audit documentation as a result of these procedures. No 
audit documentation should be discarded after the documentation 
completion date, even if it is superseded in connection with any 
procedures performed, including those performed pursuant to AU sec. 
711.
    A58. Additions to the working papers may take the form of 
memoranda that explain the work performed, evidence obtained, and 
conclusions reached. Documentation added to the working papers must 
indicate the date the information was added, the name of the person 
adding it, and the reason for adding it. All previous working papers 
must remain intact and not be discarded.
    A59. Documentation added to the working papers well after 
completion of the audit or other engagement is likely to be of a 
lesser quality than that produced contemporaneously when the 
procedures were performed. It is very difficult to reconstruct 
activities months, and perhaps years, after the work was actually 
performed. The turnover of both firm and company staff can cause 
difficulty in reconstructing conversations, meetings, data, or other 
evidence. Also, with the passage of time memories fade. Oral 
explanation can help confirm that procedures were performed during 
an audit, but oral explanation alone does not constitute persuasive 
other evidence. The primary source of evidence should be documented 
at the time the procedures are performed, and oral explanation 
should not be the primary source of evidence. Furthermore, any oral 
explanation should not contradict the documented evidence, and 
appropriate consideration should be given to the credibility of the 
individual providing the oral explanation.

Multi-Location Audits and Using the Work of Other Auditors

    A60. The proposed standard would have required the principal 
auditor to maintain specific audit documentation when he or she 
decided not to make reference to the work of another auditor.
    A61. The Board also proposed an amendment to AU sec. 543 
concurrently with the proposed audit documentation standard. The 
proposed amendment would have required the principal auditor to 
review the

[[Page 43476]]

documentation of the other auditor to the same extent and in the 
same manner that the audit work of all those who participated in the 
engagement is reviewed.
    A62. Commenters expressed concerns that these proposals could 
present conflicts with certain non-U.S. laws. Those commenters also 
expressed concern about the costs associated with the requirement 
for the other auditor to ship their audit documentation to the 
principal auditor. In addition, the commenters also objected to the 
requirement that principal auditors review the work of other 
auditors as if they were the principal auditor's staff.

Audit Documentation Must Be Accessible to the Office Issuing the 
Auditor's Report

    A63. After considering these comments, the Board decided that it 
could achieve one of the objectives of the proposed standard (that 
is, to require that the issuing office have access to those working 
papers on which it placed reliance) without requiring that the 
working papers be shipped to the issuing office. Further, given the 
potential difficulties of shipping audit documentation from various 
non-U.S. locations, the Board decided to modify the proposed 
standard to require that audit documentation either be retained by 
or be accessible to the issuing office.
    A64. In addition, instead of requiring that all of the working 
papers be shipped to the issuing office, the Board decided to 
require that the issuing office obtain, review, and retain certain 
summary documentation. Thus, the public accounting firm issuing an 
audit report on consolidated financial statements of a multinational 
company may not release that report without the documentation 
described in paragraph 19 of the standard.
    A65. The auditor must obtain and review and retain, prior to the 
report release date, documentation described in paragraph 19 of the 
standard, in connection with work performed by other offices of the 
public accounting firm or other auditors, including affiliated or 
non-affiliated firms, that participated in the audit. For example, 
an auditor that uses the work of another of its offices or other 
affiliated or non-affiliated public accounting firms to audit a 
subsidiary that is material to a company's consolidated financial 
statements must obtain the documentation described in paragraph 19 
of the standard, prior to the report release date. On the other 
hand, an auditor that uses the work of another of its offices or 
other affiliated or non-affiliated firms, to perform selected 
procedures, such as observing the physical inventories of a company, 
may not be required to obtain the documentation specified in 
paragraph 19 of the standard. However, this does not reduce the need 
for the auditor to obtain equivalent documentation prepared by the 
other auditor when those instances described in paragraph 19 of the 
standard are applicable. Amendment to AU Sec. 543, Part of Audit 
Performed by Other Independent Auditors
    A66. Some commenters also objected to the proposed requirement 
in the amendment to AU sec. 543, Part of Audit Performed by Other 
Independent Auditors, that the principal auditor review another 
auditor's audit documentation. They objected because they were of 
the opinion such a review would impose an unnecessary cost and 
burden given that the other auditor will have already reviewed the 
documentation in accordance with the standards established by the 
principal auditor. The commenters also indicated that any review by 
the principal auditor would add excessive time to the SEC reporting 
process, causing even more difficulties as the SEC Form 10-K 
reporting deadlines have become shorter recently and will continue 
to shorten next year.
    A67. The Board accepted the recommendation to modify the 
proposed amendment to AU sec. 543, Part of Audit Performed by Other 
Independent Auditors. Thus, in the final amendment, the Board 
imposes the same unconditional responsibility on the principal 
auditor to obtain certain audit documentation from the other auditor 
prior to the report release date. The final amendment also provides 
that the principal auditor should consider performing one or more of 
the following procedures:
     Visit the other auditors and discuss the audit 
procedures followed and results thereof.
     Review the audit programs of the other auditors. In 
some cases, it may be appropriate to issue instructions to the other 
auditors as to the scope of the audit work.
     Review additional audit documentation of the other 
auditors relating to significant findings or issues in the 
engagement completion document.

Effective Date

    A68. The Board proposed that the standard and related amendment 
would be effective for engagements completed on or after June 15, 
2004. Many commenters were concerned that the effective date was too 
early. They pointed out that some audits, already begun as of the 
proposed effective date, would be affected and that it could be 
difficult to retroactively apply the standard. Some commenters also 
recommended delaying the effective date to give auditors adequate 
time to develop and implement processes and provide training with 
respect to several aspects of the standard.
    A69. After considering the comments, the Board has delayed the 
effective date. However, the Board also believes that a delay beyond 
2004 is not in the public interest.
    A70. The Board concluded that the implementation date of this 
standard should coincide with that of PCAOB Auditing Standard No. 2, 
An Audit of Internal Control Over Financial Reporting Performed in 
Conjunction with an Audit of Financial Statements, because of the 
documentation issues prevalent in PCAOB Auditing Standard No. 2. 
Therefore, the Board has decided that the standard will be effective 
for audits of financial statements with respect to fiscal years 
ending on or after [the later of November 15, 2004, or 30 days after 
the date of approval of this standard by the SEC]. The effective 
date for reviews of interim financial information and other 
engagements, conducted pursuant to the standards of the PCAOB, would 
occur beginning with the first quarter ending after the first 
financial statement audit covered by this standard.

Reference to Audit Documentation as the Property of the Auditor

    A71. Several commenters noted that SAS No. 96, Audit 
Documentation, the interim auditing standard on audit documentation, 
referred to audit documentation as the property of the auditor. This 
was not included in the proposed standard because the Board did not 
believe ascribing property rights would have furthered this 
standard's purpose to enhance the quality of audit documentation.

Confidential Client Information

    A72. SAS No. 96, Audit Documentation, also stated that, ``the 
auditor has an ethical, and in some situations a legal, obligation 
to maintain the confidentiality of client information,'' and 
referenced Rule 301, Confidential Client Information, of the AICPA's 
Code of Professional Conduct. Again, the Board's proposed standard 
on audit documentation did not include this provision. In adopting 
certain interim standards and rules as of April 16, 2003, the Board 
did not adopt Rule 301 of the AICPA's Code of Professional Conduct. 
In this standard on audit documentation, the Board seeks neither to 
establish confidentiality standards nor to modify or detract from 
any existing applicable confidentiality requirements.

Addendum

    This addendum is not a part of PCAOB Auditing Standard No. 3.

Additional Documentation Requirements of SEC Rule 2-06

    B1. Auditors should be aware of the additional record retention 
requirements in SEC Rule 2-06 of Regulation S-X (``Rule 2-06''). The 
Board is providing additional information below to remind auditors 
of the SEC requirements. This addendum is not an interpretation of 
Rule 2-06. Instead, this addendum provides excerpts from the SEC 
release accompanying the final rule which provides the SEC's 
interpretation of the rule's requirements, particularly paragraphs 
(a) and (c) of Rule 2-06.
    B2. Paragraph (a) of Rule 2-06 requires that: * * * the 
accountant shall retain * * * memoranda, correspondence, 
communications, other documents, and records (including electronic 
records) which: (1) Are created, sent or received in connection with 
the audit or review, and (2) Contain conclusions, opinions, 
analyses, or financial data related to the audit or review.
    B3. Paragraph (c) of Rule 2-06 states: Memoranda, 
correspondence, communications, other documents, and records 
(including electronic records) described in paragraph (a) of this 
section shall be retained whether they support the auditor's final 
conclusions regarding the audit or review, or contain information or 
data relating to a significant matter, that is inconsistent with the 
auditor's final conclusions regarding that matter or the audit or 
review. Significance of a matter shall be determined based on an 
objective analysis of the facts and circumstances. Such documents 
and records include, but are not limited to, those documenting a 
consultation on or

[[Page 43477]]

resolution of differences in professional judgment.

Other Statements by the SEC

    B4. In the excerpt below, from the SEC's release accompanying 
its final Rule 2-06, the SEC discusses documents that generally are 
not required to be retained under Rule 2-06.
    In the Proposing Release, we stated that non-substantive 
materials that are not part of the workpapers, such as 
administrative records, and other documents that do not contain 
relevant financial data or the auditor's conclusions, opinions or 
analyses would not meet the second of the criteria in rule 2-06(a) 
and would not have to be retained. Commentators questioned whether 
the following documents would be considered substantive and have to 
be retained:
     Superseded drafts of memoranda, financial statements or 
regulatory filings,
     Notes on superseded drafts of memoranda, financial 
statements or regulatory filings that reflect incomplete or 
preliminary thinking,
     Previous copies of workpapers that have been corrected 
for typographical errors or errors due to training of new employees,
     Duplicates of documents, or
     Voice-mail messages.
    These records generally would not fall within the scope of new 
rule 2-06 provided they do not contain information or data, relating 
to a significant matter that is inconsistent with the auditor's 
final conclusions, opinions or analyses on that matter or the audit 
or review. For example, rule 2-06 would require the retention of an 
item in this list if that item documented a consultation or 
resolution of differences of professional judgment.
    B5. The excerpt below, from the SEC's release accompanying its 
final Rule 2-06, provides further explanation about documents to be 
retained under Rule 2-06:
    In consideration of the comments received, we have revised 
paragraph (c) of the rule. We have removed the phrase ``cast doubt'' 
to reduce the possibility that the rule mistakenly would be 
interpreted to reach typographical errors, trivial or ``fleeting'' 
matters, or errors due to ``on-the-job'' training. We continue to 
believe, however, that records that either support or contain 
significant information that is inconsistent with the auditor's 
final conclusions would be relevant to an investigation of possible 
violations of the securities laws, Commission rules, or criminal 
laws and should be retained. Paragraph (c), therefore, now provides 
that the materials described in paragraph (a) shall be retained 
whether they support the auditor's final conclusions or contain 
information or data, relating to a significant matter that is 
inconsistent with the final conclusions of the auditor on that 
matter or on the audit or review. Paragraph (c) also states that the 
documents and records to be retained include, but are not limited 
to, those documenting consultations on or resolutions of differences 
in professional judgment.
    The reference in paragraph (c) to ``significant'' matters is 
intended to refer to the documentation of substantive matters that 
are important to the audit or review process or to the financial 
statements of the issuer or registered investment company. Rule 2-
06(c) requires that the documentation of such matters, once 
prepared, must be retained even if it does not ``support'' the 
auditor's final conclusions, because it may be relevant to an 
investigation. Similarly, the retention of records regarding a 
consultation about, and resolution of, differences in professional 
judgment would be relevant to such an investigation and must be 
retained. We intend for Rule 2-06 to be incremental to, and not to 
supersede or otherwise affect, any other legal or procedural 
requirement related to the retention of records or potential 
evidence in a legal, administrative, disciplinary, or regulatory 
proceeding.
    Finally, we recognize that audits and reviews of financial 
statements are interactive processes and views within an accounting 
firm on accounting, auditing or disclosure issues may evolve as new 
information or data comes to light during the audit or review. We do 
not view ``differences in professional judgment'' within 
subparagraph (c) to include such changes in preliminary views when 
those preliminary views are based on what is recognized to be 
incomplete information or data.

Amendment to Interim Auditing Standards

    AU sec. 543.12 is amended as follows: When the principal auditor 
decides not to make reference to the audit of the other auditor, in 
addition to satisfying himself as to the matters described in AU 
sec. 543.10, the principal auditor must obtain, and review and 
retain, the following information from the other auditor:
    a. An engagement completion document consistent with paragraphs 
12 and 13 of PCAOB Auditing Standard No. 3

    Note:
    This engagement completion document should include all cross-
referenced, supporting audit documentation.

    b. A list of significant fraud risk factors, the auditor's 
response, and the results of the auditor's related procedures.
    c. Sufficient information relating to significant findings or 
issues that are inconsistent with or contradict the auditor's final 
conclusions, as described in paragraph 8 of PCAOB Auditing Standard 
No. 3.
    d. Any findings affecting the consolidating or combining of 
accounts in the consolidated financial statements.
    e. Sufficient information to enable the office issuing the 
auditor's report to agree or reconcile the financial statement 
amounts audited by the other firm to the information underlying the 
consolidated financial statements.
    f. A schedule of audit adjustments, including a description of 
the nature and cause of each misstatement.
    g. All significant deficiencies and material weaknesses in 
internal control over financial reporting, including a clear 
distinction between those two categories.
    h. Letters of representations from management.
    i. All matters to be communicated to the audit committee.
    The principal auditor must obtain, and review and retain, such 
documents prior to the report release date.\1\ In addition, the 
principal auditor should consider performing one or more of the 
following procedures:
---------------------------------------------------------------------------

    \1\ As it relates to the direction in paragraph .19 of AU sec. 
324, for the auditor to ``give consideration to the guidance in 
section 543.12,'' the auditor need not, in this circumstance, obtain 
the previously enumerated documents.
---------------------------------------------------------------------------

     Visit the other auditor and discuss the audit 
procedures followed and results thereof.
     Review the audit programs of the other auditor. In some 
cases, it may be appropriate to issue instructions to the other 
auditor as to the scope of the audit work.
     Review additional audit documentation of the other 
auditor relating to significant findings or issues in the engagement 
completion document.

II. Board's Statement of the Purpose of, and Statutory Basis for, the 
Proposed Rules

    In its filing with the Commission, the Board included statements 
concerning the purpose of, and basis for, the proposed rules and 
discussed any comments it received on the proposed rules. The text of 
these statements may be examined at the places specified in Item IV 
below. The Board has prepared summaries, set forth in sections A, B, 
and C below, of the most significant aspects of such statements.

A. Board's Statement of the Purpose of, and Statutory Basis for, the 
Proposed Rules

(a) Purpose
    Section 103(a)(1) of the Act authorizes the PCAOB to establish, by 
rule, auditing standards to be used by registered public accounting 
firms in the preparation and issuance of audit reports, as required by 
the Act. PCAOB Rule 3100, ``Compliance with Auditing and Related 
Professional Practice Standards,'' requires auditors to comply with all 
applicable auditing and related professional practice standards 
established by the PCAOB. The Board has adopted as interim standards, 
on an initial, transitional basis, the generally accepted auditing 
standards described in the American Institute of Certified Public 
Accountants' (``AICPA'') Auditing Standards Board's Statement on 
Auditing Standards No. 95, Generally Accepted Auditing Standards, as in 
existence on April 16, 2003 (the ``interim standards'').
    Section 103(a)(2)(A)(i) of the Act expressly directs the Board to 
establish auditing standards that require registered public accounting 
firms to prepare, and maintain for at least seven years, audit 
documentation ``in sufficient detail to support the conclusions 
reached'' in the auditor's report. These proposed rules are the

[[Page 43478]]

standards referred to in Section 103(a)(2)(A)(i) of the Act.
(b) Statutory Basis
    The statutory basis for the proposed rules is Title I of the Act.

B. Board's Statement on Burden on Competition

    The Board does not believe that the proposed rule will result in 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. Pursuant to the Act and PCAOB 
Rule 3100, auditing and related professional practice standards 
established by the PCAOB must be complied with by all registered public 
accounting firms.

C. Board's Statement on Comments on the Proposed Rule Received From 
Members, Participants or Others

    The Board released the proposed rule for public comment in PCAOB 
Release No. 2003-023 (November 21, 2003). A copy of PCAOB Release No. 
2003-023 and the comment letters received in response to the PCAOB's 
request for comment are available on the PCAOB's web site at 
www.pcaobus.org. The Board received 38 written comments. The Board has 
clarified and modified certain aspects of the proposed rules in 
response to comments it received, as discussed below:
    Several commenters suggested that audit documentation should 
include audit programs. Audit programs were specifically mentioned in 
SAS No. 96 as a form of audit documentation. The Board accepted this 
recommendation, and paragraph 4 in the final standard includes audit 
programs as an example of documentation. Audit programs may provide 
evidence of audit planning as well as limited evidence of the execution 
of audit procedures, but the Board believes that signed-off audit 
programs should generally not be used as the sole documentation that a 
procedure was performed, evidence was obtained, or a conclusion was 
reached. An audit program aids in the conduct and supervision of an 
engagement, but completed and initialed audit program steps should be 
supported with proper documentation in the working papers.
    Some commenters suggested that the final standard more specifically 
describe the qualifications of an experienced auditor. These commenters 
took the position that only an engagement partner with significant 
years of experience would have the experience necessary to be able to 
understand all the work that was performed and the conclusions that 
were reached. One commenter suggested that an auditor who is reviewing 
audit documentation should have experience and knowledge consistent 
with the experience and knowledge that the auditor performing the audit 
would be required to possess, including knowledge of the current 
accounting, auditing, and financial reporting issues of the company's 
industry. Another said that the characteristics defining an experienced 
auditor should be consistent with those expected of the auditor with 
final responsibility for the engagement.
    After considering these comments, the Board has provided additional 
specificity about the meaning of the term, experienced auditor. The 
standard now describes an experienced auditor as one who has a 
reasonable understanding of audit activities and has studied the 
company's industry as well as the accounting and auditing issues 
relevant to the industry.
    Some commenters also suggested that the standard, as proposed, did 
not allow for the use of professional judgment. These commenters 
pointed to the omission of a statement about professional judgment 
found in paragraph 4.23 of GAGAS that states, ``The quantity, type, and 
content of audit documentation are a matter of the auditors' 
professional judgment.'' A nearly identical statement was found in the 
interim auditing standard, SAS No. 96, Audit Documentation.
    Auditors exercise professional judgment in nearly every aspect of 
planning, performing, and reporting on an audit. Auditors also exercise 
professional judgment in the documentation of an audit and other 
engagements. An objective of this standard is to ensure that auditors 
give proper consideration to the need to document procedures performed, 
evidence obtained, and conclusions reached in light of time and cost 
considerations in completing an engagement.
    Nothing in the standard precludes auditors from exercising their 
professional judgment. Moreover, because professional judgment might 
relate to any aspect of an audit, the Board does not believe that an 
explicit reference to professional judgment is necessary every time the 
use of professional judgment may be appropriate.
    A guiding principle of the proposed standard was that auditors must 
document procedures performed, evidence obtained, and conclusions 
reached. This principle is not new and was found in the interim 
standard, SAS No. 96, Audit Documentation, which this standard 
supersedes. Audit documentation also should demonstrate compliance with 
the standards of the PCAOB and include justification for any 
departures.
    The proposed standard would have adapted a provision in the 
California Business and Professions Code which provides that if 
documentation does not exist, then there is a rebuttable presumption 
that the work had not been done.
    The objections to this proposal fell into two general categories: 
The effect of the rebuttable presumption on legal proceedings and the 
perceived impracticality of documenting every conversation or 
conclusion that affected the engagement. Discussion of these issues 
follows.
    Commenters expressed concern about the effects of the proposed 
language on regulatory or legal proceedings outside the context of the 
PCAOB's oversight. They argued that the rebuttable presumption might be 
understood to establish evidentiary rules for use in judicial and 
administrative proceedings in other jurisdictions.
    Some commenters also had concerns that oral explanation alone would 
not constitute persuasive other evidence that work was done, absent any 
documentation. Those commenters argued that not allowing oral 
explanations when there was no documentation would essentially make the 
presumption ``irrebuttable.'' Moreover, those commenters argued that it 
was inappropriate for a professional standard to predetermine for a 
court the relative value of evidence.
    The Board believes that complete audit documentation is necessary 
for a quality audit or other engagement. The Board intends the standard 
to require auditors to document procedures performed, evidence 
obtained, and conclusions reached to improve the quality of audits. The 
Board also intends that a deficiency in documentation is a departure 
from the Board's standards. Thus, although the Board removed the phrase 
rebuttable presumption, the Board continues to stress, in paragraph 9 
of the standard, that the auditor must have persuasive other evidence 
that the procedures were performed, evidence was obtained, and 
appropriate conclusions were reached with respect to relevant financial 
statement assertions.
    The term should (presumptively mandatory responsibility) was 
changed to must (unconditional responsibility) in paragraph 6 to 
establish a higher threshold for the auditor. Auditors have an 
unconditional requirement to document their work. Failure to discharge 
an unconditional

[[Page 43479]]

responsibility is a violation of the standard and Rule 3100, which 
requires all registered public accounting firms to adhere to the 
Board's auditing and related professional practice standards in 
connection with an audit or review of an issuer's financial statements.
    The Board also added two new paragraphs to the final standard to 
explain the importance and associated responsibility of performing the 
work and adequately documenting all work that was performed. Paragraph 
7 provides a list of factors the auditor should consider in determining 
the nature and extent of documentation. These factors should be 
considered by both the auditor in preparing the documentation and the 
reviewer in evaluating the documentation.
    Some commenters expressed concern that the proposed standard could 
be construed or interpreted to require the auditor to document every 
conversation held with company management or among the engagement team 
members. Some commenters also argued that they should not be required 
to document every conclusion, including preliminary conclusions that 
were part of a thought process that may have led them to a different 
conclusion, on the ground that this would result in needless and costly 
work performed by the auditor. Commenters also expressed concern that 
an unqualified requirement to document procedures performed, evidence 
obtained, and conclusions reached without allowing the use of auditor 
judgment would increase the volume of documentation but not the 
quality. They stated that it would be unnecessary, time-consuming, and 
potentially counterproductive to require the auditor to make a written 
record of everything he or she did.
    The Board's standard distinguishes between (1) an audit procedure 
that must be documented and (2) a conversation with company management 
or among the members of the engagement team. Inquiries with management 
should be documented when an inquiry is important to a particular 
procedure. The inquiry could take place during planning, performance, 
or reporting. The auditor need not document each conversation that 
occurred.
    A final conclusion is an integral part of a working paper, unless 
the working paper is only for informational purposes, such as 
documentation of a discussion or a process. This standard does not 
require that the auditor document each interim conclusion reached in 
arriving at the risk assessments or final conclusions. Conclusions 
reached early on during an audit may be based on incomplete information 
or an incorrect understanding. Nevertheless, auditors should document a 
final conclusion for every audit procedure performed, if that 
conclusion is not readily apparent based on documented results of the 
procedures.
    The Board also believes the reference to specialists is an 
important element of paragraph 6. Specialists play a vital role in 
audit engagements. For example, appraisers, actuaries, and 
environmental consultants provide valuable data concerning asset 
values, calculation assumptions, and loss reserves. When using the work 
of a specialist, the auditor must ensure that the specialist's work, as 
it relates to the audit objectives, also is adequately documented. For 
example, if the auditor relies on the work of an appraiser in obtaining 
the fair value of commercial property available for sale, then the 
auditor must ensure the appraisal report is adequately documented. 
Moreover, the term specialist in this standard is intended to include 
any specialist the auditor relies on in conducting the work, including 
those employed or retained by the auditor or by the company.
    Several commenters recommended that the definition of audit 
adjustments in this proposed standard should be consistent with the 
definition contained in AU sec. 380, Communication with Audit 
Committees.
    Although the Board recognizes potential benefits of having a 
uniform definition of the term audit adjustments, the Board does not 
believe that the definition in AU sec. 380 is appropriate for this 
documentation standard because that definition was intended for 
communication with audit committees. The Board believes that the 
definition should be broader so that the engagement partner, engagement 
quality reviewer, and others can be aware of all proposed corrections 
of misstatements, whether or not recorded by the entity, of which the 
auditor is aware, that were or should have been proposed based on the 
audit evidence.
    The proposed standard would have required an auditor to retain 
audit documentation for seven years after completion of the engagement, 
which is the minimum period permitted under Section 103(a)(2)(A)(i) of 
the Act. In addition, the proposed standard would have added a new 
requirement that the audit documentation must be assembled for 
retention within a reasonable period of time after the auditor's report 
is released. Such reasonable period of time should not exceed 45 days.
    In general, those commenting on this documentation retention 
requirement did not have concerns with the time period of 45 days to 
assemble the working papers. However, some commenters suggested the 
Board tie this 45-day requirement to the filing date of the company's 
financial statements with the SEC. One commenter recommended that the 
standard refer to the same trigger date for initiating both the time 
period during which the auditor should complete work paper assembly and 
the beginning of the seven-year retention period.
    For consistency and practical implications, the Board agreed that 
the standard should have the same date for the auditor to start 
assembling the audit documentation and initiating the seven-year 
retention period. The Board decided that the seven-year retention 
period begins on the report release date, which is defined as the date 
the auditor grants permission to use the auditor's report in connection 
with the issuance of the company's financial statements. In addition, 
auditors will have 45 days to assemble the complete and final set of 
audit documentation, beginning on the report release date. The Board 
believes that using the report release date is preferable to using the 
filing date of the company's financial statements, since the auditor 
has ultimate control over granting permission to use his or her report. 
If an auditor's report is not issued, then the audit documentation is 
to be retained for seven years from the date that fieldwork was 
substantially completed. If the auditor was unable to complete the 
engagement, then the seven-year period begins when the work on the 
engagement ceased.
    Many commenters had concerns about the similarity in language 
between the proposed standard and the SEC final rule (issued in January 
2003) on record retention, Retention of Records Relevant to Audits and 
Reviews.\2\ Some commenters recommended that the PCAOB undertake a 
project to identify and resolve all differences between the proposed 
standard and the SEC's final rule. These commenters also suggested that 
the Board include similar language from the SEC final rule, Rule 2-06 
of Regulation S-X, which limits the requirement to retain some items.
---------------------------------------------------------------------------

    \2\ SEC Regulation S-X, 17 CFR 210.2-06 (SEC Release No. 33-
8180, January 2003). (The final rule was effective in March 2003.)
---------------------------------------------------------------------------

    The objective of the Board's standard is different from the 
objective of the SEC's rule on record retention. The objective of the 
Board's standard is to require auditors to create certain documentation 
to enhance the quality of

[[Page 43480]]

audit documentation, thereby improving the quality of audits and other 
related engagements. The records retention section of this standard, 
mandated by Section 103 of the Act, requires registered public 
accounting firms to ``prepare and maintain for a period of not less 
than 7 years, audit work papers, and other information related to any 
audit report, in sufficient detail to support the conclusions reached 
in such report.'' (emphasis added)
    In contrast, the focus of the SEC rule is to require auditors to 
retain documents that the auditor does create, in order that those 
documents will be available in the event of a regulatory investigation 
or other proceeding.
    Despite their different objectives, the proposed standard and SEC 
Rule 2-06 use similar language in describing documentation generated 
during an audit or review. Paragraph 4 of the proposed standard stated 
that, ``Audit documentation ordinarily consists of memoranda, 
correspondence, schedules, and other documents created or obtained in 
connection with the engagement and may be in the form of paper, 
electronic files, or other media.'' Paragraph (a) of SEC Rule 2-06 
describes ``records relevant to the audit or review'' that must be 
retained as, (1) ``workpapers and other documents that form the basis 
of the audit or review and (2) memoranda, correspondence, 
communications, other documents, and records (including electronic 
records), which: [a]re created, sent or received in connection with the 
audit or review and [c]ontain conclusions, opinions, analyses, or 
financial data related to the audit or review. * * *'' (numbering and 
emphasis added).
    The SEC makes a distinction between the objectives of categories 
(1) and (2). Category (1) includes audit documentation. Documentation 
to be retained according to the Board's standard clearly falls within 
category (1). Items in category (2) include ``desk files'' which are 
more than ``what traditionally has been thought of as auditor's 
`workpapers'.'' The SEC's rule requiring auditors to retain items in 
category (2) have the principal purpose of facilitating enforcement of 
securities laws, SEC rules, and criminal laws. This is not an objective 
of the Board's standard. According to SEC Rule 2-06, items in category 
(2) are limited to those which: (a) Are created, sent or received in 
connection with the audit or review, and (b) contain conclusions, 
opinions, analyses, or financial data related to the audit or review. 
The limitations, (a) and (b), do not apply to category (1).
    Paragraph 4 of the final standard deletes the reference in the 
proposed standard to ``other documents created or obtained in 
connection with the engagement.'' The Board decided to keep 
``correspondence'' in the standard because correspondence can be valid 
audit evidence. Paragraph 20 of the standard reminds the auditor that 
he or she may be required to maintain documentation in addition to that 
required by this standard.
    Some commenters asked how the term significant matters, in Rule 2-
06, relates to the term significant findings or issues in the Board's 
standard. The SEC's release accompanying its final Rule 2-06 states 
that ``* * * significant matters is intended to refer to the 
documentation of substantive matters that are important to the audit or 
review process or to the financial statements of the issuer. * * *'' 
This is very similar to the term significant findings or issues 
contained in paragraph 12 of the Board's standard which requires 
auditors to document significant findings or issues, actions taken to 
address them (including additional evidence obtained), and the basis 
for the conclusions reached. Examples of significant findings or issues 
are provided in the standard.
    Based on the explanation in the SEC's final rule and accompanying 
release, the Board believes that significant matters are included in 
the meaning of significant findings or issues in the Board's standard. 
The Board is of the view that significant findings or issues is more 
comprehensive and provides more clarity than significant matters and, 
therefore, has not changed the wording in the final standard.
    The proposed standard would have required that any changes to the 
working papers after completion of the engagement be documented without 
deleting or discarding the original documents. Such documentation must 
indicate the date the information was added, by whom it was added, and 
the reason for adding it.
    One commenter recommended that the Board provide examples of 
auditing procedures that should be performed before the report release 
date and procedures that may be performed after the report release 
date. Some commenters also requested clarification about the treatment 
of changes to documentation that occurred after the completion of the 
engagement but before the report release date. Many commenters 
recommended that the Board more specifically describe post-issuance 
procedures. The Board generally agreed with these comments.
    The final standard includes two important dates for the preparation 
of audit documentation: (1) The report release date and (2) the 
documentation completion date.
     Prior to the report release date, the auditor must have 
completed all necessary auditing procedures, including clearing review 
notes and providing support for all final conclusions. In addition, the 
auditor must have obtained sufficient evidence to support the 
representations in the auditor's reports before the report release 
date.
     After the report release date and prior to the 
documentation completion date, the auditor has 45 calendar days in 
which to assemble the documentation.
    During the audit, audit documentation may be superseded for various 
reasons. Often, during the review process, reviewers annotate the 
documentation with clarifications, questions, and edits. The completion 
process often involves revising the documentation electronically and 
generating a new copy. The SEC's final rule on record retention 
explains that the SEC rule does not require that the following 
documents generally need to be retained: Superseded drafts of 
memoranda, financial statements or regulatory filings; notes on 
superseded drafts of memoranda, financial statements or regulatory 
filings that reflect incomplete or preliminary thinking; previous 
copies of workpapers that have been corrected for typographical errors 
or errors due to training of new employees; and duplicates of 
documents. This standard also does not require auditors to retain such 
documents as a general matter.
    Any documents, however, that reflect information that is either 
inconsistent with or contradictory to the conclusions contained in the 
final working papers may not be discarded. Any documents added must 
indicate the date they were added, the name of the person who prepared 
them, and the reason for adding them.
    If the auditor obtains and documents evidence after the report 
release date, the auditor should refer to the interim auditing 
standards, AU sec. 390, Consideration of Omitted Procedures After the 
Report Date and AU sec. 561, Subsequent Discovery of Facts Existing at 
the Date of the Auditor's Report. Auditors should not discard any 
previously existing documentation in connection with obtaining and 
documenting evidence after the report release date.
    The auditor may perform certain procedures subsequent to the report 
release date. For example, pursuant to AU sec. 711, Filings Under 
Federal Securities Statutes, auditors are required

[[Page 43481]]

to perform certain procedures up to the effective date of a 
registration statement. The auditor should identify and document any 
additions to audit documentation as a result of these procedures. No 
audit documentation should be discarded after the documentation 
completion date, even if it is superseded in connection with any 
procedures performed, including those performed pursuant to AU sec. 
711.
    Additions to the working papers may take the form of memoranda that 
explain the work performed, evidence obtained, and conclusions reached. 
Documentation added to the working papers must indicate the date the 
information was added, the name of the person adding it, and the reason 
for adding it. All previous working papers must remain intact and not 
be discarded.
    Documentation added to the working papers well after completion of 
the audit or other engagement is likely to be of a lesser quality than 
that produced contemporaneously when the procedures were performed. It 
is very difficult to reconstruct activities months, and perhaps years, 
after the work was actually performed. The turnover of both firm and 
company staff can cause difficulty in reconstructing conversations, 
meetings, data, or other evidence. Also, with the passage of time 
memories fade. Oral explanation can help confirm that procedures were 
performed during an audit, but oral explanation alone does not 
constitute persuasive other evidence. The primary source of evidence 
should be documented at the time the procedures are performed, and oral 
explanation should not be the primary source of evidence. Furthermore, 
any oral explanation should not contradict the documented evidence, and 
appropriate consideration should be given to the credibility of the 
individual providing the oral explanation.
    The proposed standard would have required the principal auditor to 
maintain specific audit documentation when he or she decided not to 
make reference to the work of another auditor.
    The Board also proposed an amendment to AU sec. 543 concurrently 
with the proposed audit documentation standard. The proposed amendment 
would have required the principal auditor to review the documentation 
of the other auditor to the same extent and in the same manner that the 
audit work of all those who participated in the engagement is reviewed.
    Commenters expressed concerns that these proposals could present 
conflicts with certain non-U.S. laws. Those commenters also expressed 
concern about the costs associated with the requirement for the other 
auditor to ship their audit documentation to the principal auditor. In 
addition, the commenters also objected to the requirement that 
principal auditors review the work of other auditors as if they were 
the principal auditor's staff.
    After considering these comments, the Board decided that it could 
achieve one of the objectives of the proposed standard (that is, to 
require that the issuing office have access to those working papers on 
which it placed reliance) without requiring that the working papers be 
shipped to the issuing office. Further, given the potential 
difficulties of shipping audit documentation from various non-U.S. 
locations, the Board decided to modify the proposed standard to require 
that audit documentation either be retained by or be accessible to the 
issuing office.
    In addition, instead of requiring that all of the working papers be 
shipped to the issuing office, the Board decided to require that the 
issuing office obtain, review, and retain certain summary 
documentation. Thus, the public accounting firm issuing an audit report 
on consolidated financial statements of a multinational company may not 
release that report without the documentation described in paragraph 19 
of the standard.
    Some commenters also objected to the proposed requirement in the 
amendment to AU sec. 543, Part of Audit Performed by Other Independent 
Auditors, that the principal auditor review another auditor's audit 
documentation. They objected because they were of the opinion such a 
review would impose an unnecessary cost and burden given that the other 
auditor will have already reviewed the documentation in accordance with 
the standards established by the principal auditor. The commenters also 
indicated that any review by the principal auditor would add excessive 
time to the SEC reporting process, causing even more difficulties as 
the SEC Form 10-K reporting deadlines have become shorter recently and 
will continue to shorten next year.
    The Board accepted the recommendation to modify the proposed 
amendment to AU sec. 543, Part of Audit Performed by Other Independent 
Auditors. Thus, in the final amendment, the Board imposes the same 
unconditional responsibility on the principal auditor to obtain certain 
audit documentation from the other auditor prior to the report release 
date. The final amendment also provides that the principal auditor 
should consider performing one or more of the following procedures:
     Visit the other auditors and discuss the audit procedures 
followed and results thereof.
     Review the audit programs of the other auditors. In some 
cases, it may be appropriate to issue instructions to the other 
auditors as to the scope of the audit work.
     Review additional audit documentation of the other 
auditors relating to significant findings or issues in the engagement 
completion document.
    The Board proposed that the standard and related amendment would be 
effective for engagements completed on or after June 15, 2004. Many 
commenters were concerned that the effective date was too early. They 
pointed out that some audits, already begun as of the proposed 
effective date, would be affected and that it could be difficult to 
retroactively apply the standard. Some commenters also recommended 
delaying the effective date to give auditors adequate time to develop 
and implement processes and provide training with respect to several 
aspects of the standard.
    After considering the comments, the Board has delayed the effective 
date. However, the Board also believes that a delay beyond 2004 is not 
in the public interest. The Board concluded that the implementation 
date of this standard should coincide with that of PCAOB Auditing 
Standard No. 2, An Audit of Internal Control Over Financial Reporting 
Performed in Conjunction with an Audit of Financial Statements, because 
of the documentation issues prevalent in PCAOB Auditing Standard No. 2. 
Therefore, the Board has decided that the standard will be effective 
for audits of financial statements with respect to fiscal years ending 
on or after [the later of November 15, 2004, or 30 days after the date 
of approval of this standard by the SEC]. The effective date for 
reviews of interim financial information and other engagements, 
conducted pursuant to the standards of the PCAOB, would occur beginning 
with the first quarter ending after the first financial statement audit 
covered by this standard.
    Several commenters noted that SAS No. 96, Audit Documentation, the 
interim auditing standard on audit documentation, referred to audit 
documentation as the property of the auditor. This was not included in 
the proposed standard because the Board did not believe ascribing 
property rights would have furthered this standard's purpose to enhance 
the quality of audit documentation.

[[Page 43482]]

    SAS No. 96, Audit Documentation, also stated that, ``the auditor 
has an ethical, and in some situations a legal, obligation to maintain 
the confidentiality of client information,'' and referenced Rule 301, 
Confidential Client Information, of the AICPA's Code of Professional 
Conduct. Again, the Board's proposed standard on audit documentation 
did not include this provision. In adopting certain interim standards 
and rules as of April 16, 2003, the Board did not adopt Rule 301 of the 
AICPA's Code of Professional Conduct. In this standard on audit 
documentation, the Board seeks neither to establish confidentiality 
standards nor to modify or detract from any existing applicable 
confidentiality requirements.

III. Date of Effectiveness of the Proposed Rule and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Board consents, the Commission will:
    (a) By order approve such proposed rule; or
    (b) Institute proceedings to determine whether the proposed rule 
should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
is consistent with the requirements of Title I of the Act. Comments may 
be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/pcaob.shtml); or
     Send an e-mail to [email protected]. Please include 
File No. PCAOB-2004-05 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File No. PCAOB-2004-05. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/pcaob.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule that are filed 
with the Commission, and all written communications relating to the 
proposed rule change between the Commission and any person, other than 
those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for inspection and 
copying in the Commission's Public Reference Section, 450 Fifth Street, 
NW., Washington, DC 20549. Copies of such filing also will be available 
for inspection and copying at the principal office of PCAOB. All 
comments received will be posted without change; we do not edit 
personal identifying information from submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File No. PCAOB-2004-05 and should be 
submitted on or before August 10, 2004.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-16440 Filed 7-19-04; 8:45 am]
BILLING CODE 8010-01-P