The Accounting Profession: Status of Panel on Audit Effectiveness Recommendations to Enhance the Self-Regulatory System (17-MAY-02, GAO-02-411). The accounting profession maintains a voluntary, self-regulatory system through the American Institute of Certified Public Accountants (AICPA) that includes establishing professional standards, monitoring compliance with professional standards, disciplining members for improper acts and substandard performance, and conducting oversight. The Panel of Audit Effectiveness, set up to examine the AICPA's methods, made recommendations to enhance the accounting profession's self-regulatory system. The Panel's recommendations were made within the context of the existing self-regulatory system. Implementing actions taken or in process have addressed many of the Panel's recommendations. However, the Panel's recommendations did not fully address the limitations of the self-regulatory system identified in its report. Also, some of the Panel's recommendations were either not accepted or are still under study. Additional experience is needed to evaluate the effectiveness of actions taken or planned. However, the system is fragmented, uncoordinated, and has a disciplinary function that is widely perceived to be ineffective. The self-regulatory system is unable to protect the confidentiality of investigative information about alleged audit failures or other disciplinary matters concerning members of the profession. The lack of such protective powers hinders the timing of investigations and affects the public's perception of the self-regulatory system's effectiveness. The Panel recognized the need for legislation to address this issue, but given the uncertainty of obtaining it, the Panel recommended other actions to protect the public interest when public accounting firms or their members are named in litigation alleging an audit failure. -------------------------Indexing Terms------------------------- REPORTNUM: GAO-02-411 ACCNO: A03367 TITLE: The Accounting Profession: Status of Panel on Audit Effectiveness Recommendations to Enhance the Self-Regulatory System DATE: 05/17/2002 SUBJECT: Accounting Accounting standards Auditing standards General management reviews Internal audits Self-regulatory organizations Oversight committees ****************************************************************** ** This file contains an ASCII representation of the text of a ** ** GAO Product. ** ** ** ** No attempt has been made to display graphic images, although ** ** figure captions are reproduced. Tables are included, but ** ** may not resemble those in the printed version. ** ** ** ** Please see the PDF (Portable Document Format) file, when ** ** available, for a complete electronic file of the printed ** ** document's contents. ** ** ** ****************************************************************** GAO-02-411 A Report to the Ranking Minority Member, Committee on Energy and Commerce, House of Representatives May 2002 THE ACCOUNTING PROFESSION Status of Panel on Audit Effectiveness Recommendations to Enhance the Self- Regulatory System GAO- 02- 411 Letter 1 Results in Brief 4 Background 5 Objectives, Scope, and Methodology 10 POB?s Oversight Authority, Independence, and Leadership Role 12 Peer Review Program 18 Accounting Profession?s Disciplinary Process 22 Observations 28 Agency Comments and Our Evaluation 31 Appendixes Appendix I: POB Charter Provisions Responding to the Panel on Audit Effectiveness? Recommendations 36 Appendix II: Actions Responding to Panel on Audit Effectivesness? Recommendations 39 Appendix III: Comments From the Public Oversight Board 63 Appendix IV: Comments From the American Institute of Certified Public Accountants 69 Appendix V: Comments From the National Association of State Boards of Accountancy 72 Appendix VI: Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues 75 Abbreviations AAER Accounting and Auditing Enforcement Release AICPA American Institute of Certified Public Accountants ASB Auditing Standards Board CART Committee Appointed Review Team CPA Certified Public Accountant FAF Financial Accounting Foundation FASB Financial Accounting Standards Board GAAP generally accepted accounting principles GAAS generally accepted auditing standards ISB Independence Standards Board NASBA National Association of State Boards of Accountancy PEEC Professional Ethics Executive Committee PITF Professional Issues Task Force POB Public Oversight Board PRC Peer Review Committee QCIC Quality Control Inquiry Committee SEC Securities and Exchange Commission SECPS SEC Practice Section SOM Summary Observation Memorandum SQCS Statements on Quality Control Standards Letter May 17, 2002 The Honorable John D. Dingell Ranking Minority Member Committee on Energy and Commerce House of Representatives Dear Mr. Dingell: This report responds to your request concerning the status of recommendations made by the Panel on Audit Effectiveness 1 (Panel) to enhance the accounting profession?s self- regulatory system. The accounting profession maintains a voluntary, self- regulatory system through the American Institute of Certified Public Accountants (AICPA) that includes establishing professional standards, monitoring compliance with professional standards, disciplining members for improper acts and substandard performance, and conducting oversight of the system. You expressed concern about the effectiveness of the self- regulatory system and whether the Panel?s recommendations would be implemented fully. Specifically, you requested that we (1) determine the status of the Panel?s recommendations to address limitations of the self- regulatory system, and (2) identify any gaps in actions taken to implement the Panel?s recommendations and their likely impact on overcoming the limitations of the self- regulatory system identified by the Panel. The sudden failure of Enron Corporation, one of the nation?s largest corporations, has, among other things, led to severe criticism of virtually all areas of the nation?s financial reporting and auditing systems, which are fundamental to maintaining investor confidence in our capital markets. These areas include corporate governance, accounting standards and financial reporting, auditing, and regulation of the accounting profession and were beyond the scope of the Panel?s study. Accordingly, proposals to overhaul or, in some cases, replace the current self- regulatory system will benefit by consideration of proposals to improve the effectiveness of controls in these other areas. These interrelated areas should be addressed in a comprehensive and integrated manner, and any actions taken should be guided by the fundamental principles of having the right incentives for the key parties to do the right thing, adequate transparency to provide reasonable assurance that the right thing will be done, and full 1 The Panel on Audit Effectiveness Report and Recommendations, August 31, 2000. accountability if the right thing is not done. Further, the components in the regulatory and corporate governance systems must proactively assess risks within the system that inhibit effectively protecting the public interest. It is important to recognize that the Panel?s study and recommendations were directed at enhancing the accounting profession?s then- current selfregulatory system and, therefore, did not address alternative models of governing the accounting profession, the current financial reporting model, or various corporate governance issues. On January 17, 2002, the Chairman of the Securities and Exchange Commission (SEC) outlined a proposed new regulatory structure to oversee the accounting profession. The SEC?s proposal provided for creating an oversight body that would include monitoring and discipline functions, have a majority of public members, and be funded through private sources, although no further details were announced. 2 The existing oversight body, the Public Oversight Board (POB), was critical of the SEC?s proposal and stated that it was not consulted about the proposal that the SEC evidently developed in consultation with the AICPA and the five largest accounting firms. On January 20, 2002, the POB passed a resolution of intent to terminate its existence no later than March 31, 2002. 3 In that respect, the SEC announced on March 19, 2002, that a Transition Oversight Staff, led by the POB?s executive director, will carry out oversight functions of the POB, including monitoring the status of implementing the Panel?s recommendations. 4 However, on April 2, 2002, the POB members voted to extend the POB through April 30, 2002, 5 to provide additional time solely to finalize certain POB administrative matters, including preparing a letter 2 Subsequently, on March 21, 2002, the Chairman of the SEC in his statement before the Senate Committee on Banking, Housing, and Urban Affairs provided additional details in a working proposal for creating a new private- sector, independent body, subject to SEC oversight, to regulate the accounting profession in the areas of quality control reviews and disciplinary powers. 3 While the SEC proposal, including the lack of consultation with the POB on the proposal, was the precipitating factor in the decision of the POB to terminate its existence, other considerations played a role, as discussed in the POB Chairman?s statement before the Senate Committee on Banking, Housing, and Urban Affairs on March 19, 2002. 4 The Transition Oversight Staff will carry out the work of the former POB through a memorandum of understanding signed by Transition Oversight Staff, the SEC, the AICPA, and the AICPA?s SEC Practice Section. 5 This date was subsequently extended by 1 day to May 1, 2002. concerning transitioning for monitoring the implementation of the Panel?s recommendations, and to facilitate a more orderly transition. Although the POB has terminated its existence, the Panel?s findings regarding limitations of the self- regulatory system and the status of actions to address those limitations should be instructive in not only considering the SEC?s proposal, but other proposals that may result from the many Enron related inquires. Accordingly, as you requested, we are reporting on the status of the Panel?s recommendations related to the accounting profession?s current self- regulatory system. Regarding the broad range of issues highlighted through the Enron failure, we have recently issued other products to assist the Congress. We held a forum on corporate governance, transparency, and accountability in February 2002 to discuss the effectiveness of the systems of regulatory control as well as other related areas such as pensions. 6 Also, we testified before the Congress to further elaborate on these issues, including considering alternatives to the current self- regulatory system of the accounting profession. 7 In addition, we issued significant changes to the auditor independence requirements under Government Auditing Standards, which apply to audits of federal entities and funds. 8 While the new standard deals with a range of auditor independence issues, the most significant change relates to the rules associated with nonaudit or consulting services provided to clients. These revisions were considered for several years, as auditor independence has been a longstanding concern, and were not a response specifically to address the various auditor independence issues raised by the Enron failure. On May 3, 2002, at the request of the Chairman of the Senate Committee on Banking, Housing, and Urban Affairs, we submitted for the record our views regarding what steps the Congress should consider taking to strengthen oversight of the accounting profession, auditor independence, and selected financial 6 Highlights of GAO?s Forum on Corporate Governance, Transparency, and Accountability (GAO- 02- 494SP, March 5, 2002). 7 Protecting the Public Interest: Selected Governance, Regulatory Oversight, Auditing, Accounting, and Financial Reporting Issues (GAO- 02- 483T, March 5, 2002), and Protecting the Public?s Interest: Considerations for Addressing Selected Regulatory Oversight, Auditing, Corporate Governance, and Financial Reporting Issues (GAO- 02- 601T, April 9, 2002). 8 Government Auditing Standards: Amendment No. 3, Independence (GAO- 02- 388G, January 2002). reporting matters. The letter containing our views is included as appendix VI to this report. Results in Brief The Panel?s recommendations were made within the context of the existing self- regulatory system of the accounting profession. Implementing actions taken or in process have addressed many of the Panel?s recommendations. However, the Panel?s recommendations did not fully address the limitations of the self- regulatory system which the Panel identified in its report. Also, some of the Panel?s recommendations were either not accepted or are still under study. Additional experience is needed to evaluate the effectiveness of actions taken or planned; however, the overarching issues of a system that is fragmented, is not well coordinated, and has a disciplinary function that is widely perceived to be ineffective continue to exist. The POB?s authority was extended to oversight of auditing standards as recommended by the Panel, but gaps remained in the authority of the POB regarding oversight of setting auditor independence rules and disciplining members of the accounting profession. In addition, in contrast to the Panel?s recommendation that the POB have sole authority to determine its budget and financial and other resources, and that the accounting profession be obliged to provide those resources, the POB?s budget was capped at $5.2 million. Having a budget cap in the POB?s charter could be perceived as a limitation of the accounting profession?s support for effective oversight and could have delayed or otherwise hindered the operations of the POB. In response to the Panel?s recommendations to improve communications, the POB established a coordinating task force within the self- regulatory system. However, with regard to the public regulatory systems (the SEC and the state boards of accountancy), no substantial actions were taken to improve communications. The SEC?s January 17, 2002, announcement of a proposed new regulatory body without consulting with the POB demonstrates the continuing lack of effective communications as reported by the Panel, to jointly work together to protect the public interest. Changes proposed by the Panel to the peer review program, which is the keystone of the present self- regulatory system, so that the program has a more risk- oriented approach for all firms and, in addition, continuous peer review and oversight of the large firms, have been tested by the AICPA. Implementation is planned for the 2002 peer review cycle. Further, the AICPA is considering other changes to the peer review standards, as recommended by the Panel. The AICPA, however, did not accept the Panel?s recommendation to have the POB considered as the client of the peer reviews. Consistent with the Panel?s intentions, the POB?s successor needs to have early involvement with draft peer review reports to ensure that root causes of problems are identified and effectively addressed and reported. The self- regulatory system lacks the power to protect the confidentiality of investigative information regarding alleged audit failures or other disciplinary matters concerning members of the accounting profession. As the Panel reported, the lack of such protective power hinders the timing of investigations, which affects the public?s perception of the self- regulatory system?s effectiveness. The Panel recognized the need for legislation to address this issue, but given the uncertainty of obtaining it, the Panel recommended other actions, which the AICPA has taken, to protect the public interest when public accounting firms or their members overseen by the POB are named in litigation alleging an audit failure. The Panel also reported that the public?s perception of the self- regulatory system?s effectiveness is affected by the need for improved transparency of disciplinary actions that have been taken. In response to the Panel?s finding, a task force within the self- regulatory system has been formed to explore more informed reporting of disciplinary activities. The effectiveness of disciplinary actions, as reported by the Panel, remains an open issue. We provided for comment a draft of this report to officials of the POB, the AICPA, the SEC, and the National Association of State Boards of Accountancy (NASBA), as well as to the Chair of the Panel on Audit Effectiveness. The comments we received were generally technical in nature and were considered as appropriate throughout the report. Background The Panel on Audit Effectiveness, a ?Blue Ribbon Panel,? 9 was formed by the POB in response to a September 28, 1998, request from the SEC for an evaluation of whether recent changes in the audit process serve to protect 9 The Panel on Audit Effectiveness was chaired by a former Chair of Price Waterhouse and included two former SEC Commissioners, a former Chairman and CEO of the American Stock Exchange, a former President of the American Stock Exchange, a Chair and CEO of CNA Insurance Companies, a professor of finance and law at Columbia University, and a professor of auditing at the University of Southern California. the interest of investors. The SEC stated that the combination of changes in the audit process and high profile financial frauds have raised questions about the efficacy of the audit process. Accordingly, the Panel was formed to conduct a comprehensive review and evaluation of the way independent audits are performed and to assess the effects of recent trends in auditing on the public interest. The Panel?s study included assessing the accounting profession?s self- regulatory system. The Panel?s study also addressed issues related to the interface of the accounting profession?s self- regulatory system with the SEC and the state boards of accountancy (the public regulatory systems). Our work, as requested by the Ranking Minority Member, House Committee on Energy and Commerce, was directed at the status of the Panel?s recommendations addressing the accounting profession?s current governance system (the self- regulatory system and the public regulatory system). The Panel?s report stated that although the goals of self- regulation and public regulation are similar, that is, protecting the public interest, and that the two systems are intended to operate in concert with one another, there are important differences: Public regulation is conducted with the full power of the state in support of established requirements. Self- regulation has no equivalent authority. At most, it can exclude noncomplying members from whatever benefits group membership confers or impose whatever sanctions members have voluntarily agreed to accept. Such powers as the ability to subpoena records and witnesses are not available in self- regulation. 10 Self- Regulatory System At the time of the Panel?s study, the self- regulatory system included the AICPA?s SEC Practice Section (SECPS), principally devoted to monitoring the profession?s compliance with membership requirements and standards. The SECPS?s subcomponents included the SECPS Executive Committee, the Peer Review Committee (PRC), the Quality Control Inquiry Committee (QCIC), the SEC Regulations Committee, and the Professional Issues Task Force. The SECPS was overseen by the POB. In addition, the accounting profession?s self- regulatory system included standards- setting activities carried out by the Auditing Standards Board (ASB), the Independence Standards Board (ISB), and the AICPA?s Ethics Division?s Professional 10 Robert K. Mautz, ?Self- Regulation: Perils and Problems,? Journal of Accountancy (May 1983) (initially presented as an address at the AICPA?s tenth national conference on current SEC developments [January 1983]). Ethics Executive Committee (PEEC), which also performed disciplinary activities. The SECPS was administratively created by the AICPA in 1977, in consultation with the SEC, and required member public accounting firms to subject their professional practices to peer review and oversight by the POB and the SEC. AICPA membership requires that members who provide attest services to an SEC client be employed by or affiliated with a public accounting firm that is an SECPS member. Within the SECPS, the SECPS Executive Committee responsibilities include establishing membership requirements, budget and dues requirements, determining sanctions for noncompliance with membership requirements, and appointing persons to its other committees and task forces. PRC oversees all aspects of the peer review program (audit firms review other firms? quality control systems for compliance with standards and membership requirements) and imposes corrective measures when deficiencies are found. QCIC conducts investigations of alleged audit failures involving SEC clients arising from litigation or regulatory investigations, including criminal indictments. The QCIC?s investigation is focused on whether the member firm has deficiencies in its system of quality control or its compliance with the system, or whether there are deficiencies in professional standards relevant to matters in the case. The QCIC does not determine guilt related to the litigation of the subject firm. It does impose corrective measures related to its objectives and, where members may have violated professional standards, refers the cases to the Ethics Division for investigation and possible disciplinary action. SEC Regulations Committee acts as the primary liaison between the accounting profession and the SEC on technical matters relating to SEC rules and regulations. Professional Issues Task Force accumulates and considers practice issues that present potential audit concerns for practitioners and disseminates information addressing those concerns, including referrals to the profession?s standard- setting bodies. The SECPS?s committees and task force are composed of volunteers, all of whom are certified public accountants and members of the AICPA. The POB was formed simultaneously with the SECPS by the AICPA, in consultation with the SEC, to oversee the SECPS and represent the public interest on all matters that may affect public confidence in the integrity of the audit process. At the time of our study, the POB was comprised of five public members with a broad spectrum of business, professional, regulatory, and legislative experience that represents the public interest. SECPS member dues funded the POB and the SECPS. Based on the Panel?s recommendations, the POB received enhanced oversight authority within the self- regulatory system that will be discussed later in this report. As discussed earlier in the report, the POB terminated on May 1, 2002. The AICPA established the ASB to promulgate generally accepted auditing standards (GAAS), that are followed by independent auditors of financial statements, and to promulgate related standards governing attest services. The ASB also issues quality control standards that must be followed by AICPA member firms for their internal quality control system. The ASB consists of 15 members, with representatives from audit firms, academia, and government, that are approved by the AICPA Board of Directors. The ISB was created in 1997 through an agreement between the SEC and the AICPA to, among other activities, develop auditor independence rules for auditors of SEC registrants. The ISB consisted of four public members and four members from the auditing profession. The ISB was terminated in 2001, which will be later discussed. The AICPA?s Ethics Division, through its PEEC, is responsible for setting auditor independence rules for all members of the AICPA and determining compliance with the independence rules and auditing standards when allegations of noncompliance are reported or otherwise brought to the PEEC?s attention. The PEEC consists of 16 members from all areas of practice (public accounting, private industry, and government) and 5 public members (academia and the legal profession). Public Regulatory System The SEC, through its responsibilities for administering and enforcing the federal securities laws, is the primary federal agency involved in accounting and auditing requirements for publicly traded companies. The SEC has accepted accounting rules set by the Financial Accounting Standards Board 11 (FASB)- generally accepted accounting principles (GAAP)- as the primary standards for preparation of financial statements. The SEC has accepted rules promulgated by the ASB- GAAS- as the standards for independent audits. The stock exchanges, which are selfregulatory organizations approved by the SEC under the Securities Exchange Act of 1934, establish accounting and auditing regulations for listed companies, including requiring published annual reports containing financial statements prepared in accordance with GAAP and audited by independent public accountants. The SEC reviews and comments on registrant filings and issues interpretive guidance and staff accounting bulletins on accounting and auditing matters. The SEC oversees the peer review program administered by the SECPS by reviewing the POB?s oversight of the program, selecting certain peer review workpapers for review, and reviewing the QCIC?s summaries of closed cases. State boards of accountancy, established by statute, regulate the practice of public accountancy within their jurisdictions. State boards have adopted rules of professional conduct, including compliance with auditing standards, and can take disciplinary action against licensees who violate these rules or standards. The individual state boards grant CPA licenses to practice, and they are the only agencies that can revoke them. The Panel reported in August 2000 that the accounting profession?s selfregulatory system, while extensive, suffered from various limitations, including: lack of sufficient public representation on the various self- regulatory bodies, lack of unified leadership of the various self- regulatory bodies, 11 FASB, as part of the Financial Accounting Foundation (FAF), is a not- for- profit organization supported by proceeds from the sale of its publications and by contributions from accounting firms, corporations, and other entities that are interested in accounting issues. FASB consists of seven full- time members who are selected and approved by the FAF. constraints on effective communications with the SEC and among the various components of the self- regulatory system, differing interests and divergent views of the AICPA?s priorities on the part of its diverse membership, and a disciplinary system that is perceived to be slow and ineffective. The Panel believed that many of the limitations of the self- regulatory system could be mitigated by building on the POB?s experience and reputation and by giving it increased authority and resources. The Panel?s recommendations were directed at (1) enhancing the POB?s independence and expanding its oversight authority and resources, (2) improving communication within the self- regulatory system and with the SEC and the state boards of accountancy (the public regulatory systems) through POB leadership, (3) improving the accounting profession?s peer review program and the POB?s oversight of that program, and (4) providing more timely remedies to protect the public interest when legal or regulatory actions allege audit failures. Objectives, Scope, and Our objectives were to Methodology determine the status of the actions taken in response to the recommendations to address the limitations of the accounting profession?s self- regulatory system contained in chapter 6, ?Governance of the Auditing Profession,? of the Panel on Audit Effectiveness? August 31, 2000, report; and identify any gaps in actions taken to implement the Panel?s recommendations and their likely impact on overcoming the limitations of the current self- regulatory system as identified by the Panel. To determine the status of the actions taken to address the Panel?s recommendations, we obtained an understanding of the various components of the accounting profession?s governance system, their functions and responsibilities, their resources, and the interfaces among components, both at the time the Panel issued its report and after actions had begun to implement the Panel?s recommendations. We arranged separate interviews with senior representatives from each system component to discuss their views regarding the Panel?s findings and the limitations identified in the Panel report, their agreement with recommendations contained in the report, any limitations of the effective execution of actions taken or planned, and their opinions on the likely effectiveness of these actions in response to the recommendations. For actions in process, we discussed timeframes for implementation and any possible issues to be resolved to implement the recommendations. We also met with the former SEC Chief Accountant serving at the time of the Panel?s report and NASBA representatives to discuss the Panel?s recommendations either addressed to them or related to their responsibilities. We conducted our review from June 2001 through April 2002 in accordance with generally accepted government auditing standards. We provided for comment a draft of this report to officials of the POB, the AICPA, the SEC, and the NASBA, as well as to the Chair of the Panel on Audit Effectiveness. The comments we received were generally technical in nature and were considered as appropriate throughout the report. We discussed our observations included in this report with senior representatives of the various entities and incorporated their comments in this report as appropriate. The following sections discuss substantially all of the Panel?s findings and recommendations, identify those areas of the self- regulatory system where actions to address the Panel?s recommendations were either not taken, did not fully address the recommendations, or are incomplete, and provide our observations where further actions are needed to address the Panel?s recommendations. See appendix I for the complete status of the Panel?s recommendations affecting the provisions of the POB?s charter and appendix II for the complete status of the Panel?s other recommendations for improving the self- regulatory system. Appendixes III, IV, and V contain comment letters from the POB, the AICPA, and the NASBA, respectively. Appendix VI contains our May 3, 2002, letter to the Chairman of the Senate Committee on Banking, Housing, and Urban Affairs regarding what steps the Congress should consider taking to strengthen oversight of the accounting profession, auditor independence, and selected financial reporting matters. POB?s Oversight In the mid- 1970s, reports of U. S. companies paying bribes to foreign Authority, officials and several highly publicized corporate bankruptcies resulted in congressional hearings over these matters and the role of independent Independence, and auditors. A central focus of the hearings was whether additional regulation Leadership Role of public accountants was necessary or whether the system of selfregulation was sufficient. In response, in 1977 the AICPA, in consultation with the SEC, created the SECPS, 12 mandatory peer review to check compliance with standards, and the POB to conduct oversight of the SECPS. The POB did not have a formal charter but instead operated under the SECPS?s Organization Document and its own bylaws. A central focus of the Panel?s recommendations was for the POB, the AICPA, the SECPS, and the SEC to work together on a charter for the POB that would commit all parties to an expanded POB oversight role and system of self- regulation as recommended by the Panel. On February 9, 2001, the AICPA Board of Directors approved a charter for the POB that, in all material respects, incorporated the POB?s Bylaws and the SECPS?s Organization Document provisions pertaining to the POB. In addition to incorporating the previous oversight authority of the POB and its operating practices, the POB charter provided the POB with new authority related to overseeing the setting of auditing and independence standards, conducting special reviews of the profession, establishing activities to improve communication within the self- regulatory system and with the public regulatory systems through POB leadership, evaluating the effectiveness of the self- regulatory components overseen by the POB and the effectiveness of the POB, and strengthening POB membership requirements. While actions were taken to implement many of the Panel?s recommendations, the overarching problems of a system that is fragmented and not well coordinated continue to exist. Further, significant gaps remain in the POB?s oversight authority, funding limitations exist, and communications problems continue. 12 Initially membership in the SECPS was voluntary. In 1988, the AICPA changed its by- laws to mandate that members of the AICPA who provide attest services to SEC clients be affiliated with a CPA firm that is an SECPS member. There are about 1,300 member firms in the SECPS that collectively audit more than 99 percent of all U. S.- based SEC registrants. POB?s Oversight Authority Prior to the Panel?s report, the POB?s oversight authority was limited to the SECPS, including oversight of peer review of members of the SECPS and the QCIC?s activities. The Panel recommended extending the POB?s oversight authority to the ASB, the ISB, and the auditor independence standard- setting activities of the PEEC that relate to audits of public companies. The POB received oversight authority over the ASB and the ISB, but did not get oversight authority over the PEEC?s auditor independence standard- setting activities with respect to public companies. Notwithstanding the responsibilities of the ISB, in November 2000, the SEC issued auditor independence rules for auditors of SEC registrants. The former SEC Chief Accountant, who served in that position when the SEC?s auditor independence rules were issued, stated that the SEC was dissatisfied with the progress of the ISB and, therefore, issued the rules itself. Subsequently, on July 17, 2001, the SEC and the AICPA agreed that the ISB would be terminated and the SEC would resume responsibility for setting auditor independence rules for auditors of SEC registrants. With the SEC assuming auditor independence responsibilities and the POB not having received any oversight authority over the PEEC?s independence standard- setting activities, the POB was left with no oversight authority over the setting of auditor independence rules- exactly where it was before the Panel?s recommendations. The PEEC Chairman stated that since the SEC sets auditor independence rules for auditors of SEC registrants, the independence rules set by the PEEC essentially govern those members of the AICPA who do not audit SEC registrants. Therefore, the PEEC Chairman believes the auditor independence standard- setting activities of the PEEC are outside the basic authority of the POB, which was limited to oversight of SECPS member firms. Further, the PEEC Chairman believes that POB oversight was unnecessary because the PEEC added five public members who can serve to protect the public interest. However, SEC officials told us it might consider independence standards established by the PEEC in reaching a decision on an issue that is not covered by the SEC?s rules. As will be discussed later, the Panel identified significant limitations of the self- regulatory disciplinary function, recommended measures to protect the public interest following a legal or regulatory action alleging an audit failure, but did not address in its report whether the POB should have authority over the AICPA?s Ethics Division?s disciplinary activities. The Panel advised us that they viewed disciplinary actions against SECPS members as primarily a function of the SEC and the courts. The PEEC Chairman, whose committee is part of the AICPA?s Ethics Division and is responsible for investigating and disciplining members of the AICPA concerning violations of standards, stated that its cases involving SECPS members are a relatively small percentage of its total cases and that having public members on the PEEC adequately protects the public interest without POB oversight. The Panel recommended that the professional staff of the SECPS, the ASB, and the PEEC remain employees of the AICPA. The Panel advised us that consideration was given to whether the functions of these components of the self- regulatory system should be under the POB, which would be similar to the United Kingdom model for regulation of the auditing profession, but at that time the United Kingdom model was relatively new and not fully operational. Also, the Panel stated that concerns were raised about whether having these functions under the control of the POB would be in conflict with the POB?s oversight role. Therefore, the Panel recommended that no changes be made. The Panel was concerned that the differing interests and divergent views of the AICPA?s priorities on the part of its diverse members could affect the resources of the components of the self- regulatory system. Therefore, the Panel recommended that the POB should oversee the AICPA?s evaluation, compensation, hiring, and promotion decisions with respect to its employees who constitute the ASB and SECPS staffs. The AICPA did not accept this recommendation, as it believed human resource decisions are management functions and would be in conflict with the POB?s oversight role. However, the POB under its charter is responsible for overseeing the adequacy of the ASB?s and SECPS?s resources. Further, the POB believed that if staffing issues were to arise, its oversight activities would have put it in a position to raise the problem for resolution. The Panel recommended that (1) the POB approve appointments to the ASB, the SECPS Executive Committee, and the ISB, and that (2) the SECPS Executive Committee retain responsibility for approving appointments to the various SECPS committees that report to it, namely the PRC, the QCIC, the SEC Regulations Committee, and the Professional Issues Task Force. The AICPA accepted the latter recommendation but did not accept the former recommendation. The POB?s charter provides that the POB shall be consulted on appointments of members to the ASB and the SECPS Executive Committee, and that its concurrence on the chair of the ASB and the SECPS Executive Committee should not be unreasonably withheld. The POB believed that the consultative role in its charter with respect to the appointment of committee chairs and members would lead to the same outcome as the approval role recommended by the Panel. The POB believed that if a problem were to arise, the AICPA would reasonably consider the POB?s views. In addition to the gaps in the POB?s authority for oversight of the selfregulatory system highlighted in the Panel?s study, the POB?s oversight authority was limited to those firms that are members of the SECPS. Although the 1, 300 firms that are members of the SECPS audit SEC registrants, which are the nation?s largest companies, there are thousands of other public accounting firms that are also members of the AICPA that provide audit and attest services that businesses, creditors, and investors rely on in making business and financial decisions. As members of the AICPA, these firms are subject to peer review through the AICPA?s peer review program for auditors of non- SEC clients, rather than the SECPS and, therefore, are outside the oversight authority of the POB. Funding the POB and Its The POB was funded through the membership dues of the SECPS. The Activities Panel recommended that the POB?s charter should provide the POB with sole authority to determine its budget and financial and other resources, and the accounting profession?s obligation to provide those resources. The Panel strongly believed that such ?no- strings- attached? funding was absolutely essential if the POB was to be effective and independent of the accounting profession and if the self- regulatory system was to be viable. The Panel?s recommendation was not fully accepted. The POB charter provides for the POB to submit its budget to the SECPS Executive Committee, and, if the AICPA Board requests, to the AICPA Board, for consultation. The POB advised us that its charter essentially formalized and continued the budget process that it previously followed, except for a cap on its budget, which attaches an additional ?string? on the POB?s funding. The POB charter contains a new provision capping the POB?s annual budget at $5.2 million. The charter does contain provisions for supplemental requests subject to the above review process and adjusting the ceiling for inflation. Further, the POB charter provides that the SECPS Executive Committee and the AICPA Board may raise the budget ceiling based on consideration of all the circumstances and public interest at any time during the year. The POB stated that the principal players who developed the concept of a budget ceiling were one or more of the five largest public accounting firms and the AICPA, and the concept was then agreed to by the SEC Chairman. The SEC Chief Accountant at that time told us that the SEC was having difficulty getting the largest public accounting firms to agree on a charter for the POB, and at the same time, there was some reluctance by one or more of the firms to fund the POB to arrange for review of the largest public accounting firms? internal systems for compliance with auditor independence rules. He stated that the SEC Chairman viewed the budget cap as a way to get the firms to agree on a charter for the POB. The POB Chairman told us he did not support the budget cap, and had initiated actions, including the additional provisions discussed above in the POB charter, to mitigate the impact of a ceiling provision on its operations and independence. The POB believes it did not have sole authority to determine its budget, financial, and other resources in light of the ceiling in its charter. The POB believes that notwithstanding the restrictive budget provisions in the charter, the provisions should not have impeded its ability to operate. The POB and the Panel believe that because funding problems for the POB could be made public, there was a strong incentive for the SECPS to meet the funding needs of the POB and not have such issues aired in public. In July 2001, the POB told us it believed it had the resources to conduct the enhanced oversight role as provided for in its charter. The POB?s budget data for its recurring expenditures show that the $5.2 million budget ceiling represents more than a 50 percent increase over its fiscal years 2000 and 2001 budget and 2002 preliminary budget expenditures. However, the POB budget data for fiscal year 2000 show that when nonrecurring expenditures, such as special studies, are included, the budget total is within about $700,000 of the $5.2 million ceiling. 13 In addition, it clearly did not have the funding autonomy called for by the Panel. 13 The POB charter provides that the $5. 2 million limit does not include expenditures by the POB for the reviews of the Big 5 firms conducted pursuant to the ?Term Sheet for Independence Look- Back Testing Program? entered into by the SEC and those firms in June 2000. Communications Within the Constraints on effective communication with the SEC and among the Self- Regulatory System and various entities in the self- regulatory system were among the overarching With the Public Regulatory limitations of the accounting profession?s governance system identified by Systems the Panel. Given the multiple components of the governance system, the Panel believed that the POB should serve as a strengthened, unifying oversight body to whom the SEC, the state boards of accountancy, the accounting profession, and the public should look to for leadership. The Panel intended for the POB to enhance communications among the components of the accounting profession?s governance system in order to facilitate the profession?s continuous improvement efforts and to identify and resolve important issues on a timely basis. The Panel?s recommendations included that (1) the POB establish an advisory council to advise the POB on issues related to projects on its agenda, (2) the POB establish a coordinating task force of the chairs of each body within the POB?s oversight, (3) the POB and the SEC acknowledge the need to maintain a mutual respect and confidence, and increase the public?s respect for the profession and its role in the capital markets, and (4) the POB and state boards of accountancy, perhaps through the NASBA, determine how best to facilitate meaningful continuing dialogue between the POB and state boards. The POB charter provides for a coordinating task force as recommended by the Panel, but does not establish an advisory council. The POB charter instead provides for the POB to hold an annual outreach meeting to solicit views and recommendations about the accounting profession?s selfregulatory program and the POB?s oversight process. Further, the POB charter provides that the effectiveness of the annual outreach meeting and whether it alleviates the need for an advisory council be included in the 3- year evaluation of the POB?s effectiveness required by its charter. The POB advised us that it planned to have periodic meetings with the SEC. Also, the POB planned to begin a dialog with the NASBA and several state boards of accountancy to explore ways to improve communications. However, on January 20, 2002, the POB passed a resolution expressing its intent to terminate its existence. In the resolution, the POB Chairman was critical of the SEC for not consulting with the POB on the SEC?s plans for a new body to govern the accounting profession?s discipline and quality control functions. The POB?s resolution stated, in relevant part, Be it resolved, after due consideration of the importance of effective self- regulation as one aspect of the oversight of the accounting profession, but with recognition of the obstacles to achieving this goal which have been encountered in recent years, and given the proposal of the SEC in consultation with the AICPA and the SECPS Executive Committee, without input from the POB, to reorganize the self- regulatory structure, the POB intends to terminate its existence pursuant to Section IX of the POB Charter no later than March 31, 2002. 14 Peer Review Program The structure of the SECPS peer review program has evolved since its inception in response to many studies of the program over the years. The latest study of the peer review program, conducted in March 1999 by the Peer Review Process Task Force, identified areas of the peer review program that needed improvements. 15 The formation of the Peer Review Process Task Force and the need to reexamine the peer review program was encouraged by the PRC, the POB, and the SEC, which were seeking enhancements in the reporting of the results of peer reviews; improvements in the effectiveness of peer reviews; comprehensive governance and oversight of the peer review process; and peer reviews performed by appropriately qualified and trained reviewers. A Panel staff member participated in the Peer Review Process Task Force?s deliberations. In its report, the Panel recommended that all of the Peer Review Process Task Force?s recommendations be implemented and made additional recommendations to the SECPS, the POB, the ASB, and the SEC to strengthen the peer review process and expand oversight of peer reviews. Both the work of the Peer Review Process Task Force and the Panel was limited to improving the peer review program within the existing self- regulatory system and therefore did not consider a different body for conducting or overseeing the program. 14 As discussed previously, the POB ultimately extended its existence solely for administrative purposes through May 1, 2002. 15 The Peer Review Process Task Force?s report, which was issued in January 2000, is included in Exhibit 4 of the Panel?s report, The Panel on Audit Effectiveness Report and Recommendations, August 31, 2000. In January 2001, the SECPS Executive Committee approved a pilot test of a plan to modify the approach to conducting and reporting on peer reviews, including expanding the oversight of peer reviews. The pilot program incorporates almost all of the recommendations made by the Peer Review Process Task Force and the Panel. The peer review program currently being piloted places a greater emphasis on obtaining an understanding of the audit team?s approach to the audit, including the team?s thought processes and identification and testing of emerging issues and high- risk areas, as well as better insight into the knowledge, skills, training, and experience of the audit team. The pilot program separates SECPS member firms into two tiers primarily based on the firm?s size and requires the larger firms 16 to undergo ?continuous? peer reviews, that is, some level of review each year. The PRC has also approved new reporting standards for peer reviews, effective June 30, 2001, that require peer review reports to be more descriptive to enable users to better understand the peer review findings and peer review process. In addition, the POB?s oversight of the peer reviews of the largest firms was expanded to include more timely and extensive visits to the offices that are being reviewed. Other than approving new reporting standards, the AICPA has not finalized these enhancements to the SECPS peer review program. Also, there are certain recommendations made by the Peer Review Process Task Force and the Panel to strengthen peer review that either were not addressed or were not fully implemented at the time of our study. These recommendations concern revisions to the standards governing peer review; the qualifications and training of peer reviewers; consideration of the POB as the primary client of peer review; and the development, analysis, and reporting of performance measures, performance indicators, and other data that may be useful to users of peer review reports. Quality Control Standards The Peer Review Process Task Force believes that one of the root causes of some of the criticisms of the peer review process relates to the lack of specificity of the quality control standards. 17 In the Panel?s view, the quality 16 Large firms are defined as those firms with 30 or more SEC clients and at least 100 accounting and auditing professionals. 17 The AICPA?s ASB issues quality control standards that provide that firms have a system of quality control for their accounting and auditing practice and broadly describes elements of quality control and other matters essential to the effective design, implementation, and maintenance of the system. control standards are broad and general, making it difficult to critique compliance against the standards; thus, the Panel believes that firms with weaker practices can still receive unqualified peer review opinions. The Panel recommended that the quality control standards be made more specific and definitive for firms with public clients, especially for the largest firms. An AICPA task force (made up of the ASB, the PRC, the QCIC, and other AICPA groups), which was established to consider the Panel?s recommendation concerning the quality control standards, has tentatively concluded that given the variety of attest services covered by the standards and the various sizes of public accounting firms that follow the standards, the Panel?s recommendations can best be addressed by providing more specificity to a guide that accompanies the standards. 18 Through its process of updating the guide, the AICPA task force plans to consider whether any guidance should be elevated from the guide to a standard. Qualifications and Training Peer reviews are performed by public accounting firms that have received of Peer Reviewers an unqualified report on their own peer review. The PRC issues standards describing the qualifications and training requirements for peer reviewers 19 and in each peer review, the PRC evaluates the peer reviewer?s competence and performance. The PRC has the authority to reject a firm that has been engaged to perform a peer review. The Peer Review Process Task Force believes the current training courses and approach to training peer review team captains and reviewers needs to be enhanced to meet the needs of the peer review program. The Peer Review Process Task Force also believes there are additional measures that should be taken to promote independence and objectivity of peer reviewers. The Peer Review Process Task Force made several recommendations to improve the performance and independence of peer reviewers including recommending that the PRC (1) establish a standing task force that will oversee the peer review training programs, (2) develop a system for evaluating the performance of the team captains, and (3) limit the peer review team captains for the reviews of the largest firms to two 18 Guide for Establishing and Maintaining a System of Quality Control for CPA Firm?s Accounting and Auditing Practice. 19 Standards for Performing and Reporting on Peer Reviews. consecutive triennial reviews of the same firm and a total of three consecutive reviews as an engagement team member. The Panel recommended that the POB should review the qualifications of the peer review firm and the peer review captain. The PRC has acted on the recommendations concerning qualifications and training of peer reviewers; however, not all actions are finalized. For example, the PRC told us it plans to revise the peer review standards in the spring of 2002 to enhance peer reviewer independence and objectivity such as to limit the peer review team captains for the reviews of large firms to two consecutive reviews of the same firm and a total of three consecutive reviews as engagement team members. The AICPA told us that the large firms have already voluntarily complied with the related planned changes to the standards. Also, the POB indicated that it has always reviewed the qualifications of the peer reviewers and the peer review team captains, and when it believes appropriate, makes suggestions for changes. Primary Client of Peer Peer reviews are performed to enhance the public?s confidence in Review independent auditors. The Panel felt that the POB, as the public?s representative, should be viewed as the principal stakeholder in the peer review process and accordingly recommended that it should be made clear to peer reviewers that the POB, not the firm being reviewed, is the primary client. The Panel wanted the peer reviewers to have the ?mind- set? that peer reviews are performed in the best interest of the public, and not solely for the benefit of the reviewed firm. By considering the POB as the primary client, the Panel hoped the peer reviewers would bring the POB more into the process up front and continue to keep them apprised of issues throughout the review. The POB could then be in a better position to monitor and oversee the reporting of peer review results. The AICPA did not accept the Panel?s recommendation that the POB should be the primary client of the peer review because the PRC, not the POB, is responsible for maintaining and administering the peer review program. The AICPA did adopt a related Peer Review Process Task Force recommendation to address the peer review reports to both the PRC and the reviewed firm. The Peer Review Process Task Force made this recommendation because it felt that the PRC serves as an ?audit committee? and that including the PRC as an addressee on the peer review report would emphasize to peer reviewers and reviewed firms that they should consider the PRC as the ?audit committee.? However, the Panel told us that including the PRC as an addressee on the peer review report does not satisfy the intent of its recommendation to have the POB be the primary client of peer review. The Panel acknowledged that the new pilot program now underway, which includes greater involvement by the POB on a continuous, real- time basis, should help the POB gain insight early on as to any quality control issues that should be reflected in the peer review report. However, the Panel cautioned that until the pilot procedures are made final, it is uncertain the POB would have continued with its real- time oversight of peer review. Peer Review Reporting The Peer Review Process Task Force believes that in order to best serve Model the public interest, the peer review reporting model, in addition to communicating matters identified during peer reviews, should also provide for the communication of best practices, constructive suggestions that go beyond the professional standards, and matters for the attention of standard setters. To address these points, the Peer Review Process Task Force recommended that the SECPS study whether there are key quantitative and qualitative performance indicators that would be useful to users of SECPS member firms? annual reports or peer review reports. The Panel further recommended that the SECPS develop specific performance measures, to be included in the peer review report, that relate to the quality of the firm?s practice/ effectiveness of audits. The AICPA has told us that it has not been able to identify indicators that are relevant, objective, or measurable; however, the PRC has established a standing task force to continuously consider ways of improving the peer review process including the identification of such quantitative matters. Accounting The Panel found that the public perceives the self- regulatory system?s Profession?s disciplinary process to be slow and ineffective and to suffer from a number of limitations. Specifically, the Panel reported that Disciplinary Process the Ethics Division has limited investigative powers as it cannot issue subpoenas or compel testimony; therefore, it must rely on the cooperation of the individual being investigated but cannot talk to the plaintiff or the client company involved; investigative proceedings are not timely because the Ethics Division?s policy is, in the interest of fairness to the member, to defer its investigation until all litigation or regulatory actions are concluded; discipline proceedings are confidential and, therefore, the public cannot determine the reason why a sanction was imposed or, in some cases, whether a sanction was imposed at all; and the Ethics Division can impose only limited sanctions, such as requiring continuing professional education or suspending or revoking AICPA membership, because the Division?s authority extends only to membership rights. The Panel found that the QCIC process suffers from many of the same limitations, although its investigations are timely. QCIC corrective actions imposed on firms are not made public. In addition to lacking subpoena power, both the QCIC and the Ethics Division lack protective power for their investigative files. The Panel found that some state boards of accountancy have not been effective in disciplining substandard conduct due to limited budgets and the lack of effective means to investigate allegations and impose disciplinary measures. Similarly, the Panel found that competing demands on the SEC?s resources and its own prosecutorial priorities limit its enforcement activities. The Panel concluded that while the self- regulatory system is not totally satisfactory, the profession has made a significant effort to make it as workable as practicable given its inherent limitations. The Panel also concluded that the self- regulatory system needs protective power over its disciplinary activities if it is to resolve disciplinary matters on a timely basis, but that such protective powers are obtainable only through legislation. The Panel believed that there was little assurance that such legislation was attainable at the time of its study or in the foreseeable future. Therefore, the Panel made various recommendations to improve the disciplinary process to provide greater protection to the public without recommending legislative changes necessary to provide protective powers. The Panel?s recommendations, instead, were directed at protecting the public interest, the timing of investigations, the transparency of information reported on investigations and disciplinary actions, and leveraging the results of investigations. The Panel?s recommendations were largely made to components of the selfregulatory system, although some recommendations were made to the SEC regarding resources and leveraging information from its investigations. The Panel did not recommend extending the POB?s authority to oversee disciplinary functions other than to have the POB involved with the QCIC in reviewing certain firm?s actions when there is an allegation of audit failures as discussed below. In addition, the Panel did not make any recommendations to the state boards of accountancy in the area of the profession?s disciplinary process. The Panel recommended that the POB and the SECPS review the results of implementing its recommendations over a 2- to 3- year period to determine their effectiveness. The Panel recommended that if the POB and the SECPS subsequently find that actions taken in response to the Panel?s recommendations to improve the disciplinary process have not satisfactorily protected the public, the POB, in cooperation with the SEC, should seek legislation to achieve the protections necessary to make the disciplinary process more effective. Immediate Disciplinary In accordance with the Panel?s recommendation, the SECPS membership Actions When Members requirements were revised as follows when civil litigation or a criminal or Named in Litigation public regulatory investigation contains allegations of an audit failure: The firm is required to conduct an internal review of the subject engagement to evaluate the performance of the senior engagement personnel. The QCIC should conduct its usual inquiry. If the QCIC believes that standards may have been violated and, accordingly, refers the case to the Ethics Division, the firm would be notified that the Ethics Division is deferring its investigation pending the completion of the litigation. The firm is then required to take one of the following options to apply to the partner during the period of deferral, if the individual is still associated with the firm: (A) terminate or retire the individual from the member firm, (B) remove that individual from performing or supervising audits of public companies until the Ethics Division?s enforcement process is completed, or (C) subject that individual to additional oversight on all public company audit engagements in which that individual is involved. Additional oversight is defined to mean for at least 1 year, the individual will perform such audits subject to oversight by a senior technical partner appointed by the member firm?s Managing Partner/ CEO. The senior technical partner oversight of such engagements, at a minimum, will meet the SECPS?s concurring partner review membership requirement and procedures prescribed for engagements defined as high risk. Thereafter, the individual must remain under the additional oversight that the firm?s Managing Partner/ CEO determines, in light of that person?s evaluation of the individual?s performance, is necessary to protect the public interest. The member firm has the responsibility of deciding on the selection of one option A, B, or C above. The implementation of the option selected is subject to review in the member firm?s peer review and by the POB. In the event that the partner in question joins another SECPS member firm, the new firm must apply one of the above options to the partner until the Ethics Division completes its investigation. However, should the partner in question join a firm that is not a member of the SECPS, no such restrictions on the partner?s activities would apply during the course of the litigation or the Ethics Division?s investigation. The POB and the SECPS advised us that the above options are effectively ?career ending actions? for the members. Reducing the Time for The Panel recommended that the Ethics Division devote more resources to Ethics Division and SEC its investigations in order to decrease the time it takes to conduct an Investigations investigation after a deferral is lifted. The Panel also recommended that the SEC allocate additional resources to its enforcement activities directed at allegations of failed audits. Because the Ethics Division lacks protective power, the Ethics Division?s policy is to defer its investigation pending the outcome of litigation or regulatory enforcement actions in fairness to the AICPA members. Accordingly, the Ethics Division defers cases involving SEC registrants, generally for 2 to 3 years, until litigation or regulatory enforcement actions are completed. The Ethics Division stated that if it had protective power, deferral of the investigation would be unnecessary and the timeliness of the disciplinary process would be significantly enhanced because the legal or regulatory enforcement and ethics disciplinary processes could proceed simultaneously. The lack of protective power not only contributes significantly to the length of time before the Ethics Division commences its investigations, but also results in other regulatory bodies not being willing to share investigative information, which also adds to the time required to complete the Ethics Division?s investigation. The Ethics Division believes that having subpoena power would allow its staff to investigate cases more effectively once it begins an investigation. However, the ability to issue subpoenas would not likely result in significant improvements to the timeliness of the process. The lack of protective power may also affect the Ethics Division?s ability to work cooperatively with the state boards of accountancy on investigations. The Ethics Division has entered into cooperative investigative agreements with four states that, with the member?s consent, allow it to conduct investigations and share the results with the four state boards of accountancy. The Ethics Division stated it will attempt to expand this type of cooperative agreement to other states, but states previously have expressed little interest in such an arrangement. The Ethics Division told us that, in the past few years, it had difficulty recruiting qualified staff with expertise in SEC accounting and reporting matters, which resulted in excessive caseloads for existing staff. However, the Ethics Division currently believes it now has the necessary resources to complete investigations involving SEC registrants in an effective and timely manner as a result of the SECPS providing funding for three additional staff members. The Ethics Division told us that, in the past, its average time to complete an investigation was 18 months after a deferral was lifted; however, it now estimates that such cases will be completed in about 11 to 14 months. In response to the Panel?s recommendation that the SEC allocate additional resources to its enforcement activities directed at allegations of failed audits, the SEC believes that its recently created Financial Fraud Task Force will improve the timeliness of SEC enforcement actions, which usually take 2 to 3 years or longer to investigate. The SEC also believes that encouraging companies to engage in cooperative measures that are both preventive and remedial will allow the SEC to maximize the use of its enforcement staff. Lack of Coordination Within NASBA officials told us that neither the SEC nor the AICPA share the Disciplinary Process information involving disciplinary matters freely with the state boards, which delays the timing of disciplinary actions the state boards can take and therefore allows auditors to continue to practice at the potential risk to the public. 20 NASBA officials believe the AICPA?s lack of protective powers has inhibited it from sharing information with the state boards of accountancy; however, the NASBA officials stated that even though the 20 NASBA officials stated that in some cases where a violation is obvious, state boards are able to get the practitioner to surrender his/ her license or to agree to a monitoring agreement while the AICPA or the SEC investigation proceeds. SEC has protective powers, it still does not share information freely. The SEC told us that both during and after an investigation, the SEC enforcement staff may discuss cases with state board investigators. The SEC also said it sends information pertaining to an enforcement case to the relevant state board along with a draft access request that the board may use to contact the SEC. Further, the SEC stated it had recently discussed with the representatives of the NASBA and of several state boards ways in which the state boards might gain access to the SEC?s investigative records while the investigation is still in process in order to improve the timeliness of the state boards? access to SEC records. The Panel did not recommend any specific actions for the SEC, the AICPA, or the state boards of accountancy to better facilitate coordination of investigations and disciplinary actions between them. However, the Panel indicated it would support legislation giving the self- regulatory bodies protection through the right of privilege over their disciplinary activities if this would ensure more timely resolution of alleged audit failures. Transparency of To improve the public?s perception of the effectiveness of the selfregulatory Disciplinary Actions disciplinary system, the Panel recommended that the POB (1) summarize in its annual report the status of all Ethics Division investigations of AICPA members when civil litigation and public regulatory investigations related to audits of SEC registrants have been concluded, and (2) report in its annual report on an aggregate, no- name basis, including matters that are concluded through the retirement of the partner, Ethics Division decisions or settlement of litigation. The AICPA advised us that the Ethics Division?s PEEC has appointed a Statistical Reporting Task Force and a Disciplinary Task Force with the objectives of improving statistical reporting and making the information more descriptive and informative. A representative of the POB attends the ongoing meetings of the Statistical Reporting Task Force aimed at addressing the Panel?s recommendations. Leveraging the Results of The Panel recommended that the POB leverage the knowledge it gains Disciplinary Investigations through oversight to determine whether changes in professional standards or further guidance is needed and communicate these findings to the appropriate standard setter or authoritative bodies. The POB has formed a coordinating task force, comprised of the heads of each of the components of the self- regulatory system, that will be used to share and leverage information. The staff director of the Transition Oversight Staff (see footnote 4) informed us that the coordinating task force will continue to exist after the POB?s termination. The Panel recommended that the SEC should periodically undertake studies of its Accounting and Auditing Enforcement Releases (AAER) and disseminate the results. The Panel also recommended that the SEC document information on the auditors? work in every enforcement investigation involving materially misstated financial statements, not just those in which the auditor is named in the enforcement action. However, the SEC did not accept these recommendations as it believes its enforcement actions are sufficiently analyzed and publicly discussed by the SEC and others and that the marginal benefits of additional study would not justify the use of limited staff resources and other costs. Also, the SEC stated it already reviews the conduct of auditors in virtually every enforcement investigation involving materially misstated financial statements. The SEC further stated that if it finds that the auditor?s work constitutes a violation of the securities laws or professional standards, the SEC documents its findings in public proceedings, AAERs, or press releases. The SEC staff question the advisability of discussing, in public enforcement releases, the conduct of accountants that is not deemed to violate the securities laws or professional standards, as such discussions may be viewed as tantamount to the SEC writing auditing standards. Observations The Panel?s recommendations were made within the context of the existing self- regulatory system and the actions taken by the various parties enhanced the self- regulatory system that existed at that time. On balance though, the overarching problems of the self- regulatory system remain. The system continues to be fragmented, and communications and coordination problems continue. The disciplinary function has limited investigative powers and sanctions, lacks transparency, is not timely, and is widely perceived to be ineffective. Significant gaps continued to exist in the authority of the POB to oversee the functions of setting auditor independence rules and disciplining members of the auditing profession. These functions are fundamental to the self- regulatory system and therefore should be included as part of the oversight function. Further, we believe such oversight authority should extend to ensuring that the standard- setting bodies of the self- regulatory system address areas of concern about the adequacy of the standards and that revisions to the standards effectively protect the public interest. Improvements recommended by the Panel for the accounting profession?s peer review program are being focused on an approach to more directly address the public accounting firms? consideration of the audited entity?s risks and ensure the appropriate resources of the firm are involved with the audit work. Further, the continuous peer reviews of the large firms, together with real time oversight, have the potential to more timely identify and effectively address problems. However, the AICPA has not finalized these enhancements and experience will be needed to judge their effectiveness in enhancing the peer review program. On a related issue, consistent with the Panel?s recommendation, the POB?s successor needs to ensure that the final peer review report reflects the problems identified by peer review and that the root cause is effectively addressed, which could be within the public accounting firm, accounting and auditing standards, or with quality control standards. Further, as the Panel recommended, the ASB needs to ensure that the quality control standards are sufficiently clear to provide for meaningful and consistent application and enforcement. The independence of the POB?s successor needs to be assured. The POB did not receive sole authority to determine its budget and resources, and the accounting profession?s obligation to provide them, as recommended by the Panel. It is not unreasonable for the SECPS to expect that the POB would be accountable for funds received and expended. However, capping the POB?s budget in its charter could be perceived as a limitation of the accounting profession?s support for effective oversight to protect the public interest. Further, necessary work by the POB?s successor may be delayed if it needs to seek funds for special studies or other matters. If funding for the POB?s successor is to continue to come from the accounting profession, then as the Panel stated, the profession must not be able to control or cut off resources, which would potentially destroy the oversight body?s independence and others? confidence in it. Experience with the SECPS?s new membership requirements that may ?effectively bench? members named in litigation alleging an audit failure is needed to judge its ultimate effectiveness. However, as recognized by the Panel, the self- regulatory system must also have the necessary powers to timely and effectively address alleged noncompliance with professional standards. The Ethics Division?s investigations without protective powers will continue to take years to complete after an allegation of an audit failure is initially made through litigation and will perpetuate the Panel?s findings that the public?s perception is that the disciplinary process of the self- regulatory system is not timely or effective. Providing powers to the self- regulatory system to protect the confidentiality of investigation files raises difficult issues regarding the lack of a statutory basis of the self- regulatory system and whether fundamental changes to the self- regulatory system will be needed if the powers are provided. As the Panel reported, this issue needs to be resolved by the POB?s successor working cooperatively with the AICPA, the SEC, and other stakeholders. Further, the Panel recognized the limited disciplinary measures that exist within the self- regulatory system. The effectiveness of disciplinary actions taken by the self- regulatory system remains an open issue. It is too early to evaluate whether the SEC?s task force approach to investigations will significantly reduce the time for investigations. Similarly, the SEC needs to gain experience with its efforts to encourage companies to engage in preventive and remedial measures. If resource limitations continue to affect the SEC?s timeliness for investigations, as well as the number of cases it can effectively process simultaneously, then the SEC, as recommended by the Panel, should pursue obtaining the necessary resources. Although the SEC did not accept the Panel?s recommendations for leveraging the results of every disciplinary investigation, the successor to the POB?s coordinating task force could fill this void by ensuring that SEC enforcement actions are discussed by the task force, with the SEC participation, for consideration of whether changes in professional standards or further guidance is needed. As the Panel recognized, the transparency and completeness of disciplinary actions could be enhanced by relating the AICPA?s disciplinary actions to disciplinary actions of regulators, so that the public has a more complete picture of the disciplinary actions of the self- regulatory and public regulatory systems. Further, transparency could be improved by providing more detailed information about the case, such as naming the firm, individuals involved by position, the standards violated, and the disciplinary action taken. The action by the SEC and the AICPA, working with the largest public accounting firms to develop a proposed change to the self- regulatory system without involving the POB, demonstrates the seriousness of the communication problems that exist within the self- regulatory system and the lack of effective relationships between the POB and the SEC. The SEC, as a public regulator under the Securities Act of 1933 and the Securities Exchange Act of 1934, has significant responsibilities related to accounting and auditing rules and the accounting profession?s self- regulatory system. The SEC needs to work cooperatively with the POB?s successor to support the self- regulatory system and leverage SEC activities to enhance the effectiveness of the self- regulatory system to support the public interest. The POB?s successor, the AICPA?s Ethics Division, and the SEC also need to build effective working relationships with the state boards of accountancy. Although these parties have common interests, they generally work separately and information is not freely shared, which contributes to the public perception that the disciplinary function of the accounting profession is not timely or effective. As discussed above, this issue is complicated by jurisdictional issues as well as the lack of powers within the self- regulatory system to protect the confidentiality of investigative information, all of which limit actions that can be taken to improve the disciplinary process. Legislation will likely be necessary to effectively resolve this problem since the self- regulatory system lacks a statutory foundation. Agency Comments and We provided the POB, the AICPA, the NASBA, the SEC, and the former Our Evaluation Chair of the Panel on Audit Effectiveness, with a draft of our report for review and comment. The POB commented that the draft report provided useful information concerning the status of the Panel?s recommendations. The POB also stated that it would be helpful to readers of the report to include not only any differences between the Panel's recommendations and the actions, taken or proposed, to implement those recommendations, but also (1) an explanation for the differences, and (2) an evaluation of the reasonableness of such differences. We believe that we have identified all significant differences and provided observations on such differences. The POB provided one example of where it believed a gap existed between the Panel?s recommendation and the AICPA?s implementing action. The POB stated that the AICPA?s response to the Panel?s recommendation only addressed the POB?s authority to review the implementation of a firm?s action against a partner when legal action is taken against the partner resulting from the audit. The POB pointed out that the Panel also recommended that the POB review the firm?s process for deciding its action against the partner. The AICPA advised us that the POB had the authority to also review the firm?s decision as recommended by the Panel. The AICPA commented that it does not believe the POB oversight over the PEEC?s standard- setting activities was necessary given the level of public representation on the PEEC and given that the SEC is the primary independence standard- setter for public company auditors. However, we continue to support the Panel?s recommendation that the POB?s successor should have oversight over the PEEC?s independence standard- setting activities, particularly in light of the SEC?s point made in its comments on our draft report. The SEC?s Chief Accountant, who provided comments on the draft report, explained that in some instances the PEEC independence rules can apply to SEC registrants. For example, in situations where a PEEC ruling addresses an area that is not covered by the SEC?s rules and is not inconsistent with the general policies underlying the SEC?s rules, the SEC staff might consider the PEEC ruling in reaching its decision on an issue. The AICPA also commented that it has always supported independent public oversight with fiscally accountable ?no strings? funding. However, in the POB Chairman?s recent statement during a congressional hearing, 21 he specifically mentioned that the current system of self- regulation of the accounting profession has significant problems, including the fact that POB funding is subject to control by the firms through the SECPS. He pointed out that in the past, the SECPS cut off that funding in an effort to restrict POB activities. In addition, the AICPA and the SECPS insisted on a cap on the POB funding when the new POB charter was created. The AICPA commented that although the Panel report recommended that peer review reports be addressed to the POB rather than the firm subject to peer review, 22 the PRC fully considered this recommendation and concluded that it would have no affect on the quality of the peer review or the content of the peer review reports. The PRC further concluded that the peer review reports would be more appropriately addressed to the PRC as the body responsible for maintaining and administering the peer review program. As discussed in our report, we continue to believe that 21 Statement of the Honorable Charles A. Bowsher, Chairman, Public Oversight Board, Before the Senate Banking Committee (March 19, 2002). 22 Technically, the Panel report contained a recommendation that the POB be the primary client of the peer review. addressing the peer review report to the PRC does not satisfy the intent of the Panel?s recommendation to have the POB be the primary client of the peer review. The Panel wanted the peer reviewers to have the ?mind- set? that peer reviews are performed in the best interest of the public, and not solely for the benefit of the reviewed firm. By considering the POB as the primary client, the Panel hoped the peer reviewers would likely bring the POB more into the process up front and continue to keep them apprised of issues throughout the review. In its comments on the draft, the POB also expressed concerns that peer review reports are addressed to the PRC rather than the POB. The POB stated that it believes that the PRC, which has responsibility for maintaining and administering the peer review program, is more like a management function rather than an audit committee function and, therefore, should not be the primary client of the peer review process. In comments on the draft report, NASBA officials reiterated the importance of communication, coordination, and sharing of information between the various components of the regulatory structures and the state boards of accountancy to better protect the public interest. For example, NASBA officials believe that for peer review to be effective, it has to be more clearly linked to the regulatory process, which would include forwarding to all state boards modified or adverse peer review reports so that licenses could be limited when appropriate, suspended, or revoked. In addition, firm registration renewal in many states depends on having completed a peer review, but the results of those reviews, in most cases, are not provided to the state boards. NASBA officials also stated that state boards operate on a complaint- driven system. Accordingly, NASBA officials believe that, to protect the public interest, the PEEC should directly make referrals, whether or not they relate to members of the SECPS, to state boards. We share the NASBA?s concerns related to the need to improve working relations between the state boards and the other components of the regulatory structure. As stated in our report, we believe that the POB?s successor, the Ethics Division, and the SEC need to build effective working relationships with the state boards of accountancy. Although these parties have common interests, they generally work separately and information is not freely shared, which contributes to the public perception that the disciplinary function of the accounting profession is not timely or effective. The comments of the Chair of the Panel on Audit Effectiveness were provided orally and were in agreement with our findings and observations. The SEC Chief Accountant?s comments were primarily technical comments, which are incorporated as appropriate. The POB, the AICPA, and the NASBA, also provided technical comments, which we incorporated as appropriate. Written comments from the POB, the AICPA, and the NASBA are included in appendices III through V, respectively. As agreed upon with your office, unless you announce its contents earlier, we plan no further distribution of this report until 30 days after its issuance. At that time, we will send copies of this report to officials of the Public Oversight Board, the American Institute of Certified Public Accountants, the Panel on Audit Effectiveness, the Securities and Exchange Commission, the National Association of State Boards of Accountancy, and other interested parties. We will make copies available to others upon request. For additional information, please contact Jeffrey C. Steinhoff, Managing Director, Financial Management and Assurance, at 202- 512- 2600 or steinhoffj@ gao. gov. Robert W. Gramling, Cheryl E. Clark, and Michael C. Hrapsky made key contributions to this report. Sincerely yours, David M. Walker Comptroller General of the United States Appendi xes POB Charter Provisions Responding to the Panel on Audit Effectiveness? Appendi x I Recommendations Recommendations Related to the POB Charter Contained in Provisions in the POB?s Charter Responding to the Panel?s the Panel on Audit Effectiveness Report Recommendations 1.1) The POB charter should address its sole authority to The POB's funding shall be provided by the SECPS and its determine its budget and financial and other resources, and the members through the AICPA. The POB must submit an annual profession's obligation to provide those resources. (Paragraph budget to the SECPS Executive Committee, and to the AICPA 6.25) Board if requested, for consultation. The budget shall not exceed $5. 2 million. Provisions are made for unanticipated oversight reviews by submitting a supplemental budget that is also subject to the above review process. Once this consultive process is done, the SECPS Executive Committee and the AICPA are not to withhold funding for any reason. The annual budget ceiling is indexed to the Consumer Price Index. The POB is required to monitor its expenses and report any material variations likely to occur to the SECPS Executive Committee and the AICPA. 1.2) The POB's annual statement of expenditures should be In furtherance of financial accountability, the POB is required to audited and included in the POB's Annual Report to evidence its have its expenses audited annually and included in its annual financial accountability. (Paragraph 6.25) report. 2.1) The POB charter should address its authority to oversee the The POB's charter provides oversight authority with respect to the activities of the ASB, the Independence Standards Board, the ASB, Independence Standards Board, SECPS Executive SECPS Executive Committee, the QCIC, the SECPS Peer Review Committee, QCIC, SECPS Peer Review Committee, Professional Committee, the Professional Issues Task Force, the SEC Issues Task Force, and the SEC Regulations Committee, but not Regulations Committee, and the standard- setting activities of the the PEEC. PEEC that relate to audits of public companies. (Paragraph 6.25) 2.3) The POB should approve all appointments to the ASB, For the ASB and the SECPS, the POB is to be consulted for SECPC Executive Committee, and the Independence Standards nominations for members and concur in the selection of the chairs; Board?s Independence Issues Committee, as well as Independence such concurrence is not to be unreasonably withheld. Regarding Standards Board members who represent the public accounting the Independence Standards Board, the POB is to consult and profession. (Paragraph 6.25) advise on all nominations. 2.4) The POB should annually evaluate whether the resources that The POB's charter provides for the POB to evaluate the adequacy the AICPA and the SECPS provide to the ASB and the SECPS are of resources provided to the ASB and the SECPS, and to set forth sufficient for those bodies to meet their mandates. (Paragraph its evaluation in its annual report. 6.25) 2.5) The POB should oversee the AICPA's evaluation, Not addressed in the POB's charter. compensation, hiring and promotion decisions with respect to employees who constitute the ASB and SECPS staffs. (Paragraph 6.25) 3.1) The POB charter should establish term limits for POB The term of a member is 5 calendar years ending on December 31. members. (Paragraph 6.25) A member may be reappointed by a two- thirds vote of members in office, but shall not serve for more than two full terms plus the balance of any term filled by that member as a result of a vacancy. 3.2) POB members should be limited to two 5- year terms, with As stated above, members terms are limited to two 5- year terms. staggered terms to ensure continuity. (Paragraph 6. 25) The POB's charter provides that members terms shall be staggered to ensure continuity so that the term of one member shall expire each year. (Continued From Previous Page) Recommendations Related to the POB Charter Contained in Provisions in the POB?s Charter Responding to the Panel?s the Panel on Audit Effectiveness Report Recommendations 4.1) The POB charter should address establishing a nominating The POB's charter provides for a nominating committee consisting committee responsible for identifying and nominating new POB of three persons with the authority to nominate new members for members. (Paragraph 6.25) the POB for each vacancy on the POB caused by resignation, removal, or death, consistent with the eligibility requirements in section 11. A. of the charter, which provides that members shall be drawn from among prominent individuals of integrity and reputation, including, but not limited to, former public officials, lawyers, bankers, non- practicing CPAs, securities industry executives, educators, economists, and business executives. 4.2) The nominating committee should be appointed by the POB The nominating committee is to consist of the POB chair or his/ her from names suggested by public and private institutions that are designee from among the members, a former public member of the most concerned with the quality of audits and financial reporting. AICPA Board to be selected by the AICPA Board, and a person (Paragraph 6.25) from the private sector. The POB chair or his/ her designee and the former public member of the AICPA Board will, in turn, jointly select the third member of the nominating committee from the private sector. 5.1) The POB charter should address establishing an advisory The POB's charter does not provide for establishing an advisory council to advise the POB on issues related to its agenda, new council. The charter does provide for the POB to hold an annual agenda items, project priorities, and related matters. (Paragraph outreach meeting to solicit views and recommendations about the 6.25) accounting profession's self- regulatory program and the POB's oversight process. 5.2) The POB should appoint the council members, whose service The POB's charter does not provide for establishing an advisory should be limited to two 3- year terms. (Paragraph 6.25) council. 5.3) The council should comprise 9 to 15 people selected from the The POB's charter does not provide for establishing an advisory constituencies that are concerned with audit quality and financial council. matters, thus the broadest spectrum of participants in the selfregulation of the auditing profession. (Paragraph 6.25) 5. 4) Council members should serve on a voluntary, part- time basis The POB's charter does not provide for establishing an advisory and be available to meet with the POB at regularly scheduled council. intervals (e. g., two to four times a year). (Paragraph 6.25) 6.1) The POB charter should address establishing a coordinating The POB's charter provides that the POB may have a Coordinating task force of the chairs of each body within the POB's oversight. Task Force which would be a standing committee consisting of the (Paragraph 6.25) chairs of each body within the POB's oversight or their designees and which would be responsible for exchanging information relating to each body's activities. Footnote 19 of the charter provides for the POB to monitor the agenda of the SEC and the PEEC to identify rule- making, regulatory, and standard- setting activities that relate to the audit of public companies for the purpose of communicating information relating to such activities to the Coordinating Task Force for appropriate consideration. 6.2) The coordinating task force should meet periodically (e. g., two The POB's charter provides for the coordinating task force to meet to four times a year) to ensure effective communications among periodically, but at least semiannually. bodies subject to POB oversight. (Paragraph 6.25) (Continued From Previous Page) Recommendations Related to the POB Charter Contained in Provisions in the POB?s Charter Responding to the Panel?s the Panel on Audit Effectiveness Report Recommendations 7.1) The POB charter should address its authority to commission The POB's charter provides authority for the POB to take any action special reviews related to significant professional matters that affect related to its oversight activities, including authorizing any oversight the public's confidence in the profession. (Paragraph 6.25) reviews it may determine to be appropriate in order to carry out its responsibilities, while noting the factor of confidentiality and having consulted with the SECPS Executive Committee. In that respect, the charter further provides among the POB activities that it may conduct oversight reviews and undertake other projects and actions, after consulting the SECPS Executive Committee, on matters covered by the POB's activities that the POB deems appropriate to protect the public interest. 8.1) The POB, SEC, AICPA, SECPS, and major firms should The POB's charter is dated February 2, 2001. The POB issued an promptly agree to a charter for the POB. (Paragraph 6.26) accompanying news release stating that the POB and the AICPA have formally approved the charter after extensive discussions between both organizations, the SECPS, the large auditing firms, and the SEC. The AICPA Board of Directors passed a resolution dated February 9, 2001, stating that it approves the proposed POB charter dated February 2, 2001 and that it recognizes the good work of the POB and that it looks forward to many more years of the POB's observations and comment. 9.1) The POB charter should address the POB's role in the See above comment that describes the POB's consultive role rather appointment of the chairs of the ASB and the SECPS Executive than appointment authority. Committee. (Paragraph 6.26) 10.1) The POB charter should address the procedures for The POB's charter provides that the charter may be amended by a amending the charter. (Paragraph 6.26) vote of two- thirds of members in office at a meeting duly called for that purpose, with the concurrence of the AICPA Board. 11.1) The draft charter should include a provision for the POB to See above comments that describe that the POB's charter provides conduct an annual "outreach" meeting with representatives from for an annual outreach meeting and establishing a nominating the constituencies that are concerned with audit quality and committee, but does not include an advisory council. The POB's financial reporting matters rather than establishing a nominating charter provides for the POB to arrange for a review and issuance committee and advisory council. The Panel recommends that this of a written report by a panel containing an evaluation of the issue be addressed in three years as part of the POB's review of effectiveness of the POB's oversight role and process at the end of the effectiveness of the self- regulatory oversight process as three years after the adoption of the charter and periodically contemplated in the draft charter. (Paragraph 6.26) thereafter, for purposes of evaluating the POB's accountability. The report is to include a review of the effectiveness of the annual outreach meeting provided for in section VIII. H of the charter and whether this annual outreach meeting alleviates the need for an advisory council. Actions Responding to Panel on Audit Appendi x II Effectivesness? Recommendations Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 1) There is a lack of 1. 1) The POB should have a majority of The POB consists of 5 members, all of POB sufficient public public members whose primary whom are public members with a broad representation on the responsibility is to serve the public. spectrum of business, professional, various self- regulatory (Paragraph 6.20) a regulatory, and legislative experiences. bodies. (Paragraph 6.15) 1.2) The constituencies (both A majority of the members represented AICPA practitioners and non- practitioners) on the ASB provide attest services to represented on the ASB remain SEC clients. The ASB is a 15- member unchanged; however, at least a majority board, all of whom are CPAs, comprising of the members represented on the ASB representatives from each of the Big 5 should be from CPA firms that provide firms, 2 members from other national attest services to SEC clients. firms, 6 non- national firm (Paragraph 6.31) representatives, 1 representative from academia, and 1 representative from a government audit position. 1. 3) The ISB should reconstitute its The ISB ceased operations in July 2001. ISB membership to include four members representing the public and three members representing the public accounting profession. (Paragraph 6.35) 1.4) ISB?s public members should retain The ISB ceased operations in July 2001. ISB responsibility for the selection of their replacements, with the POB being consulted on the selections.( Paragraph 6.35) 1. 5) Two of the members of the ISB that The ISB ceased operations in July 2001. ISB are representing the public accounting profession should be selected by the SECPS Executive Committee from member firms, with the third member continuing to be the AICPA president or his or her designee. (Paragraph 6.35) 1.6) The ISB should retain sole authority The ISB ceased operations in July 2001. ISB to determine its budget and other resources. (Paragraph 6.35) 1. 7) The ISB should retain its staff and The ISB ceased operations in July 2001. ISB the responsibility for their hiring, supervision, and compensation. (Paragraph 6.35) (Continued From Previous Page) Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 2) There is a lack of unified 2. 1) The POB should oversee the The POB Charter gives the POB POB, AICPA, leadership of the various profession's activities with respect to oversight responsibilities for the ASB, SECPS self- regulatory bodies. standard setting, monitoring, discipline, and maintains its oversight responsibility (Paragraph 6.15) and special reviews. The POB should for the SECPS Executive Committee, oversee the ASB, the ISB, the SECPS QCIC, Peer Review Committee, PITF, Executive Committee, QCIC, the SECPS and the SEC Regulations Committee. Peer Review Committee, the Professional The ISB has recently been dissolved; Issues Task Force, the SEC Regulations accordingly there will be no POB Committee, and the standard- setting oversight. The POB charter does not activities of the PEEC that relate to audits give POB oversight of PEEC, however, of public companies. (Paragraph 6.23) the POB staff attend all PEEC meetings and monitor the agendas and activities of the PEEC. 2. 2) The POB should report periodically The POB issues an annual report that POB to the public regarding its activities. discloses its activities. (Paragraph 6.20) a 2. 3) The POB should maintain The POB?s new charter discloses that the POB independence from both the profession POB was created by the AICPA, in and the regulatory authorities. consultation with the SEC, as an (Paragraph 6.20) a independent board. The charter stresses that the POB's role is oversight and not management. Members and staff of the POB must abide by the POB's Conflict of Interest Guidelines. 2.4) The POB, AICPA, SECPS, and SEC The POB and the AICPA?s Board of POB, AICPA, should work together to create and Directors adopted the charter in SECPS, SEC, and implement a formal charter for the POB February 2001, after discussions with the major firms that would include the responsibilities SEC, the SECPS, and the large auditing and powers enumerated in the Panel's firms. Refer to Appendix I for an analysis report. The POB, AICPA, SECPS, SEC, of the POB? s charter. and major firms should agree to the charter and cooperate in facilitating its implementation. (Paragraphs 6.24 and 6.26) 2. 5) The POB should enhance its The POB hired additional staff members POB resources in order to implement the (from 6 staff in 1999 to 13 staff in 2002) POB's expanded oversight role. The and has increased its budget (from $2.5 augmented staff would assist the POB in million in 1999 to $3.5 million in 2002) in overseeing peer reviews of the largest order to implement its expanded firms. (Paragraph 6.29) oversight role. (Continued From Previous Page) Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 2. 6) The POB should review its charter The POB plans to review and reassess POB periodically to ensure its continuing its charter on a periodic basis to assure adequacy, and, if appropriate, work with its continuing adequacy and relevancy in the AICPA, SECPS, and SEC to amend the light of changing circumstances and, it. (Paragraph 6.29) if appropriate, take steps to amend it. The charter may be amended by a vote of two- thirds of members in office at a meeting duly called for that purpose, with the concurrence of the AICPA Board. 2. 7) The POB should review periodically The POB's new charter includes POB the effectiveness of the ASB, ISB, responsibility for reviewing the SECPS, and other groups that it effectiveness of these groups and oversees and include its findings and reporting the results of its reviews in its conclusions in its Annual Report. annual report. The ISB ceased (Paragraph 6.29) operations in 2001. 2. 8) The POB should summarize in its The POB plans to include in its next POB Annual Report the status of all AICPA annual report summary statistics of the Ethics Division investigations of audits of (i) status of all AICPA Professional Ethics SEC registrants when the civil litigation Division investigations on audits of SEC and public regulatory investigations have registrants when the civil litigation and been concluded. (Paragraph 6.29) public regulatory investigations have been published and concluded; and (ii) the actions taken by and reported to the POB by SECPS member firms with respect to the foregoing. 2. 9) The POB should increase its public The POB will hold an annual meeting POB communications to expand the public's open to the public, and will also issue an awareness of the POB, its activities, and annual report and make public such its value to the capital markets. other written reports as the POB may (Paragraph 6.29) deem necessary with respect to its activities. The POB will also hold an annual outreach meeting to solicit views and recommendations about the accounting profession's self- regulatory program and the POB's oversight process. (Continued From Previous Page) Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 3) There are constraints on 3. 1) The POB should serve as an The POB charter includes expanded POB, AICPA, effective communications oversight body to whom the SEC, the responsibility for improving SECPS, and SEC with the SEC and among the state boards of accountancy, the auditing communication among the various various entities in the current profession, and the public should look to bodies that make up the self- regulatory system. (Paragraph 6.15) for leadership. This leadership position is system. A Coordinating Task Force has intended to enhance communications been created and the POB will hold an among the profession's self- regulatory Annual Meeting open to the public. The bodies in order to facilitate the POB will also hold an annual outreach profession's continuous improvement meeting to solicit views and efforts and identify and resolve important recommendations about the accounting issues on a timely basis. (Paragraph profession?s self- regulatory program and 6.23) the POB?s oversight process. This meeting may include, among others as appropriate, representatives from the private sector, accounting profession, government, professional organizations and public. Reference to such meetings will be made in the POB?s annual report. The POB will also establish liaisons with national and international organizations regarding setting national and international auditing and independence standards, and other matters relevant to the cooperative self- regulation of the profession. 3. 2) The POB and SEC should The SEC recently met with the POB in POB and SEC acknowledge the need to maintain a one of its first outreach meetings. The continuing dialogue that will foster a POB stated that it meets frequently with cooperative relationship, protect and the staff of the SEC Chief Accountant?s enhance mutual respect and confidence, office and other SEC staff as deemed and increase the public's respect for the necessary to discuss issues of concern profession and its role in the capital to the SEC. markets. (Paragraph 6.27) 3. 3) The POB and state boards of The POB plans to meet occasionally with POB and state accountancy, perhaps through the the individual state boards of boards of National Association of State Boards of accountancy and also to have ongoing accountancy Accountancy, should determine how best discussions with NASBA, as the to facilitate meaningful continuing representative of the state boards. dialogue between the POB and state boards. (Paragraph 6.28) (Continued From Previous Page) Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 3. 4) Restore the relationship between The AICPA and SEC have enjoyed a SEC and the the profession and the SEC to its historic longstanding working relationship with accounting level of candor, trust, and respect. the mutual goal of protecting the public profession (Paragraphs 6.64 and 6. 20) a interest. The AICPA is committed to (including the POB) continually strengthen the profession?s self- regulatory activities through a cooperative working relationship with the SEC. 3. 5) The SEC should encourage and The ISB ceased operations in July 2001. SEC support the ISB in carrying out its mission, recognizing that the SEC retains ultimate authority over auditor independence with respect to SEC registrants. (Paragraph 6.36) 3. 6) The SEC should support the IIC and The ISB ceased operations in July 2001. SEC work with the ISB to clarify the IIC's role. (Paragraph 6.36) 3.7) The SEC should assist in According to the SEC, it has cooperated SEC implementing the POB's activities with the AICPA and others on the contemplated by the charter. (Paragraph disbanding of the ISB, and met with the 6.36) AICPA?s SEC Regulations Committee to discuss items of mutual interest. Further meetings are scheduled with other AICPA committees. The SEC also recently met with the POB in one of its first outreach meetings. The SEC staff speaks at various AICPA conferences, including the SEC Developments Conference. The SEC also anticipates further meetings with the AICPA and POB in the coming months. 3. 8) The SEC should support the POB's See action taken to recommendation 3.7 SEC authority as enumerated in its charter to above. enable the POB to serve as an independent, effective, unifying leader of the profession's voluntary self- regulatory process. (Paragraph 6. 36) (Continued From Previous Page) Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 4) There are differing 4. 1) The AICPA should provide the The AICPA has provided and is AICPA interests and divergent views resources necessary for the ASB to meet committed to providing the financial and of the AICPA's priorities on its mandates. (Paragraph 6.31) human resources necessary for the ASB the part of its diverse to meet its mandates. There are members. (Paragraph 6.15) continual and close communications between the chair of the ASB and AICPA staff regarding the assignment of staff to projects. The major financial components are for staff salaries, member compensation, and reimbursements for meeting and travel expenses. The major human resource components are volunteer hours and paid staff. Staff salaries are adjusted annually to be competitive for the skills the staff member possesses. Turnover of ASB staff has been very low. Meeting and travel expenses are budgeted based on current and expected projects. 4. 2) The AICPA should provide the The AICPA has provided and is AICPA resources necessary for the SECPS to committed to providing the financial and meet its staffing needs, including human resources necessary for the providing QCIC with the resources SECPS, including the QCIC, to meet its needed to enable it to act quickly in mandates. There are continual and investigating alleged audit failures and close communications between the chair thereby preserve the candid dialogue of the SECPS, QCIC and AICPA staff with SECPS member firms that presently regarding the assignment of staff to adds to the effectiveness of the QCIC projects. The major financial components process. (Paragraph 6. 31) are for staff salaries and reimbursements for meeting and travel expenses. The major human resource components are volunteer hours and paid staff. Staff salaries are adjusted annually to be competitive for the skills the staff member possesses. Meeting and travel expenses are budgeted based on current and expected projects. 4.3) The ASB, SECPS, and PEEC staffs ASB, SECPS, and PEEC staff are AICPA AICPA remain employees of the AICPA. employees. (Paragraph 6.31) (Continued From Previous Page) Issue: Governance System Actions Taken as of September 2001 Findings From Panel Recommendations Contained in Panel (as Reported by the POB, AICPA, SEC, Recommendations Report Report and NASBA) Directed to 4.4) The SECPS Executive Committee The SECPS Executive Committee has SECPS retains its responsibility for approving the responsibility for approving members members of the PRC, QCIC, the SEC of the PRC, QCIC, SEC Regulations Regulations Committee, and the PITF; Committee, and the PITF. These groups the preceding four groups continue to continue to report to the SECPS report to the Executive Committee; and Executive Committee. The SECPS the SECPS continues to fund the ISB. continued to fund the ISB until it ceased (Paragraph 6.32) operations in July 2001. 4. 5) The QCIC should establish a panel The QCIC maintains an inventory of SECPS QCIC of industry specialists and experts and QCIC member industry and technical specialists whose members would be skills. In the event that a QCIC, POB, or drawn from practicing profession and SECPS staff member responsible for a industry and who would be available to particular review considers consultation QCIC members and the POB and outside the review team to be necessary, SECPS staffs for consultation on various the first consultation source is with matters, such as industry issues and the another QCIC member with identified application of accounting standards. industry skills. The review team initiates (Paragraph 6.33) consultation beyond QCIC membership. This consultation is coordinated by the SECPS staff through contact with the Big- 5 firm representative of the SECPS Executive Committee. The Executive Committee member identifies a specific experienced and highly qualified partner within his or her firm to consult with the review team. 4. 6) Each member firm should ensure All members of the Executive Committee Member firms of the that its representative on the SECPS have sufficient authority to commit their SECPS represented Executive Committee has sufficient firms to the protection of the public on the SECPS authority and responsibility to commit the interest, and each representative has the Executive firm to the protection of the public interest public interest as the paramount Committee when this conflicts with a more favorable objective in fulfilling his or her committee business position, and ensure that the obligations. In selecting committee public interest remains the paramount member replacements, the SECPS staff objective in the representative's decision and the Executive Committee review making and voting. (Paragraph 6.34) resumes of prospective members prior to appointment and all nominations are made in consultation with the POB. (See POB charter section VII. A. 1. c.) a This was not a formal recommendation in the Panel?s report; however, this was mentioned in the text of the Panel?s report. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 5) The peer review 5.1) The PRC should revise the standard The peer review reporting standards were PRC reporting model should peer review report to more fully describe revised, effective for peer reviews completed be more transparent in the peer review process and matters on or after June 30, 2001, to more fully order to better facilitate relevant to the specific peer review. (Task describe the peer review process and to the communication of Force Recommendation 2a.) streamline the reporting of matters relevant to matters identified the specific peer review. Specifically, during peer reviews to assist users of the peer review report in that should be understanding the peer review process, each addressed by the report is now accompanied by an attachment reviewed firm and the that provides the following: profession. (Exhibit 4, The objectives of a peer review. page 4) An overview of the peer review process, including how peer reviews are planned and performed and the roles of the PRC, POB, and the public file. In the case of a modified report, readers will no longer have to refer to the letter of comments to understand the reasons for the modification. Both the reasons and the recommendations to cure deficiencies are now in the report itself. The reviewed firm's response will address the deficiencies and recommendations in both the report and the letter of comments. In the case of an adverse report, all of the deficiencies identified are required to be included in the peer review report. The reviewed firm?s response will address the deficiencies and recommendations identified in the report. The PRC also reviewed the SECPS peer review standards that address the specific matters to be reported as a result of a peer review. The PRC concluded, and the POB staff concurred, that no changes to the criteria set forth in the Standards were needed. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 6) The PRC needs to 6.1) The SECPS should study whether To date, the SECPS Executive Committee and SECPS consistently consider there are key quantitative and qualitative PRC have not been able to identify indicators the sufficiency and performance indicators that would be that are relevant, objective, or measurable. adequacy of the useful to users of SECPS member firms' However, the PRC has established a standing information it receives annual reports or peer review reports. task force to continuously consider ways of concerning peer (Task Force Recommendation 1b.) improving the peer review process, including review results in order the identification of such quantitative to perform its function measures. effectively. (Exhibit 4, page 4) 6.2) Peer review reports should be Effective for peer reviews completed on or PRC addressed to the reviewed firm and the after June 30, 2001, the peer review report will PRC to emphasize that peer reviewers be addressed to both the reviewed firm and and reviewed firms should consider the the PRC. PRC as the "audit committee." (Task Force Recommendation 2b.) 6.3) Require a Summary Observation The PRC is pilot testing a more qualitative, PRC Memorandum (SOM) be prepared on all subjective approach to the review of emerging peer reviews that describes the peer issues and higher- risk areas during the peer reviewer's observations regarding best review process. It is expected that the practices, constructive suggestions that findings from these procedures will result in go beyond professional standards, and observations and recommendations regarding matters for the attention of standardsetters. best practices, constructive suggestions that The SOM should be submitted to go beyond professional standards, and the PRC. The SOM should not be made matters for the attention of standard- setters available for public distribution, but should that can be included in a SOM. The SOMs for be used as a basis for preparing the PRC all of the peer reviews performed during the annual report. (Task Force year and significant, recurring findings in peer Recommendation 2c.) review reports and letters of comments will be the primary source for the PRC's annual report. The SOMs will not be publicly distributed. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 6.4) SECPS and POB staff should The SECPS has provided information to the SECPS and POB compile data from their oversight of peer POB regarding QCIC and peer review reviews and QCIC investigations that will activities for reporting in its annual report. The enhance the diagnostic value of the peer QCIC has and continues to report its findings review and QCIC findings to standard to standard- setters as well as to the PITF. setters and audit firms. For example, data (The PITF issues Practice Alerts that are on disciplinary measures taken by disseminated through the CPA Letter and member firms resulting from substandard Technical Practice Aids to CPAs in public performance; data on the audit firms' practice.) Starting in 2001, QCIC staff fraud risk assessments and related automated its previous manual information responses on audits where fraud is database to assist in analyzing issues that subsequently discovered; data related to should be brought to the attention of standardsetters emerging issues that identify needed and the PITF. The POB intends to modifications to professional standards or monitor the preparation and analysis of the best practices guidance; and data on information contained in this database and nonaudit services provided to the audit comment on the monitoring process in its clients encompassed by peer reviews and annual report. The PRC is pilot testing an QCIC investigations. (Paragraph 6.30) enhanced peer review process, a by- product of which is to develop recommendations to standard- setters and audit firms (see actions taken in recommendation 6.3 above regarding preparation of an SOM). 7) Any changes to the 7.1) The SECPS should continue to The SECPS has a file that provides for public SECPS peer review reporting maintain a file that provides for public access to peer review reports, letters of model need to access to peer review reports, letters of comments, and the firms? responses to the continue to provide comments, and the firms' responses to letters of comments. The SECPS is in the appropriate access to the letters of comments. (Task Force process of converting the public files to information for SEC Recommendation 1a.) provide for electronic access to the staff to assess the information. The website is expected to be effectiveness of the fully operational in the fall of 2001. peer review program. (Exhibit 4, page 4) 7.2) The SEC staff should have access to The PRC annual report will be a public PRC the PRC annual report and to the SOM document, whose primary recipients will be (described above under recommendation the accounting profession, standard- setters, 6.3 above) on a no- name basis. (Task and regulators. The POB will have access to Force Recommendation 2c.) all SOMs and the SEC will have access to all SOMs on a ?no name? basis. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 8) The peer review 8.1) There should be a prescribed The PRC is pilot testing a two- tiered peer PRC standards are common differentiation of the SECPS member review program. Tier B firms consist of larger to all SECPS member firms, based on the effectiveness and member firms meeting certain size criteria, firms and do not objectivity of the firms' internal inspection i. e., firms with 30 or more SEC clients and 100 provide for differences programs. Tier A firms should be those or more accounting and auditing in firm size and types that do not have an internal inspection professionals. Those firms are required to of practices. (Exhibit 4, program that meets specifically defined have an effective internal inspection. Tier B page 5) criteria for a Tier B firm. Tier B firms firms are being subjected to a continuous should be those firms that have an review process with prescribed procedures effective internal inspection program that being performed during the interim 2 years meets specifically defined criteria. The between peer review public reporting years. effectiveness of a reviewed firm?s internal All other SECPS member firms are inspection program should be determined considered Tier A firms and are not subject to by the peer reviewer. The PRC, with the the continuous review process. POB?s oversight, should concur with the classification of firms. (Task Force Recommendation 3a.) 8.2) The peer reviews of Tier A firms The peer review procedures for the Tier B PRC should be systems- and compliance- firms are being better integrated with the firm's oriented but place greater emphasis on internal inspection programs and the reviews the reviews of engagements, while the of some engagements were enhanced to peer reviews of Tier B firms should involve generate more qualitative, subjective, and reviews of engagements but place greater judgmental considerations and findings by the emphasis on systems and compliance. reviewers. The approach being tested (Task Force Recommendation 3b.) includes: obtaining an in- depth understanding of the engagement team's approach to the audit and their knowledge, skills, training, and experience; developing observations regarding the quality of the engagement team's performance in certain areas prescribed by the PRC, including both best practices and areas for improvement; assessing the engagement team's application of the firm's policies, guidance, procedures, and practice aids, including best practices and areas for improvement; and providing recommendations that would improve the firm's policies, guidance, procedures, practice aids, or training programs and/ or professional standards. Peer review standards for Tier A firms will be more compliance oriented and place greater emphasis on the reviews of engagements. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 8.3) Tier B firms should be required to As indicated above, Tier B firms will engage PRC engage their peer reviewers to annually their peer reviewers to perform certain limited perform certain limited review procedures, review procedures developed by the PRC in in addition to the peer review performed the years they are not subjected to their on a triennial basis. (Task Force triennial reviews. These limited review Recommendation 3c.) procedures will result in reports to the PRC, with oversight by the POB and SEC access. A full scope peer review continues to be required on a triennial basis, with a report available to the public. 8.4) The POB should conduct oversight of The POB will conduct on- site oversight of the POB the annual limited procedures Tier B firms? annual reviews. engagement discussed in recommendation 8.3 above. (Task Force Recommendation 3c.) 8.5) The triennial peer review for Tier B Under the pilot test program, the PRC is PRC firms should be integrated with the testing different approaches to integrating reviewed firm's internal inspection peer review and the reviewed firm?s internal program in that year and focus on inspection program. emerging issues and higher- risk areas, while relying on the internal inspection to review routine and compliance areas. The reviewed firm's internal inspection program should become an integral part of the peer review in that the peer reviewer should review and approve the inspection review procedures, review materials and questionnaires, and office and engagement selections made for the inspection program, and form joint teams of internal inspectors and peer reviewers for certain reviewed offices. (Task Force Recommendation 3d.) 9) The peer review 9.1) The review materials and In addition to the matters described above, the PRC process should place questionnaires should be revised to pilot test program includes using greater emphasis on generate more qualitative, subjective, and supplemental checklists at the firm level and assessing auditor judgmental considerations and findings by for some engagement reviews that address performance (versus peer reviewers. Peer reviewers should certain emerging/ high- risk areas identified by evaluating also conduct focus group sessions with the PRC, and conducting focus group documentation) to professional personnel at various levels in sessions in some offices being reviewed that determine compliance the organization in order to obtain candid include separate groups of seniors and with quality control feedback regarding critical matters managers. systems and pertaining to the accounting and auditing professional practice. (Task Force Recommendation standards. (Exhibit 4, 3e.) page 5) Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 9.2) The SECPS should emphasize the See actions described in response to findings SECPS types of issues described in the Panel?s 6, 8, and 9 that are being pilot tested during report that affect audit quality, including 2001. the more judgmental and less objective issues, such as the "tone at the top." (Paragraph 6.40) 9.3) The SECPS should increase the The pilot test program includes placing SECPS emphasis on which professionals perform increased emphasis on interviewing members various aspects of the audit, including who of the engagement teams whose audits are makes the risk assessments, and whether being reviewed. they have the necessary knowledge and skills. (Paragraph 6.40) 9.4) The SECPS should require The peer review process has historically SECPS additional qualitative evaluations of the included qualitative evaluations of the information obtained during peer reviews information obtained during peer reviews, (e. g., assess whether management?s such as review of working papers for representations and responses to corroboration of management?s inquiries were adequately corroborated; representations. However, one of the assess adequacy of the training materials objectives of the pilot test, through more in distributed and available to all depth interviews of the engagement team, is professionals). (Paragraph 6. 40) to enable the peer reviewers to be in a better position to assess this element of the audit rather than just relying on reviewing working papers. See actions described in recommendation 8.2 above that are being pilot tested during 2001. 9.5) The SECPS should develop specific See actions described above to finding 6. SECPS performance measures to be included in the peer review report that relate to the quality of the firm's practice/ effectiveness of audits. (Paragraph 6.40) 9.6) The SECPS should include in a peer For the most part, peer reviewers don?t include SECPS review the business aspects of the the business aspects of the reviewed firm?s reviewed firm's practice that are closely practice in a peer review. However, there are related to the firm's professional practice. elements of this in current peer reviews, for (Paragraph 6.40) example, when a peer reviewer considers whether sufficient time was devoted to the audit or specific audit areas. This was then expanded with the pilot by way of the focus group sessions (see recommendation 9.1 above) because many of the topics relate to operational issues such as sufficiency of staffing, time being devoted to audit areas, emphasis on achieving time budgets, emphasis on training, etc. that are important matters to consider by the peer reviewer. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 9.7) The SECPS should require a review According to the AICPA, this recommendation SECPS of the peer- reviewed firm?s review of cannot be implemented because it is directed selected financial reports/ filings of foreign at foreign registrants who are not clients of the registrants that are audited by the firm?s SECPS member firms (i. e., U. S. firms). reviewed foreign- associated firms and for However, the PRC has approved changes to which the reviewed firm reviews the filing the peer review standards and the related in accordance with the membership peer review guidance materials to test a firm's requirements of the SECPS. The peer compliance with the SECPS membership reviews should include interviewing the requirement pertaining to an SECPS member "filing reviewers." (Paragraph 6.40) firm with foreign associated firms that audit SEC clients. 10) Measures to 10.1) The PRC should limit the peer The PRC will revise the peer review standards PRC enhance peer reviewer review team captains for the reviews of to limit the team captains of Tier B firms to two independence and Tier B firms to two consecutive reviews of consecutive triennial peer reviews. objectivity should be the same firm and a total of three implemented. (Exhibit consecutive reviews as an engagement 4, page 7) team member. (Task Force Recommendation 4a. i.) 11) The current 11.1) The PRC should require the peer The PRC will revise the peer review standards PRC protocols among the review captains for the reviews of Tier B to require the team captains of Tier B firms to PRC, POB, SEC, and firms to participate in a meeting (exit participate in a meeting with SEC and POB peer reviewers should conference) with the SEC staff and POB staff to discuss significant matters considered be enhanced. (Exhibit staff when the SEC staff reviews the firm's by the SEC staff during its oversight of the 4, page 7) peer review working papers to discuss peer review process. significant matters considered by the SEC staff during their oversight. (Task Force Recommendation 4a. ii.) 11.2) The PRC should prepare an annual See actions described in recommendation 6.3 PRC report for the profession, standard- setters, above that are being pilot tested during 2001. regulators, and others that describes significant matters noted during peer reviews conducted during the year to facilitate timely identification of matters that require the attention of these groups. (Task Force Recommendation 4b.) 11.3) The PRC should determine a more The PRC has established a standing task PRC formal means of identifying emerging force to, among other things, identify on a issues and higher- risk areas in a timely yearly basis the emerging/ high- risk issues to manner, and providing frequent updates be addressed by peer reviewers in the or supplements to the review materials upcoming peer review cycle. The task force and questionnaires used to perform peer will also be responsible for updating the peer reviews. (Task Force Recommendation review guidance materials accordingly. In 4c.) addition, the Chair of the PRC will be a member of the POB?s newly formed Coordinating Task Force. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 11.4) The PRC should study the cost vs. This recommendation will be considered by PRC benefit of more frequent peer reviewer the PRC after completion of the pilot test and involvement for Tier A firms in order to standards revisions described above that will improve the effectiveness of the peer be applicable mostly to Tier B firms. review process for these firms. (Task Force Recommendation 4d.) 11.5) The PRC should establish a more The PRC has established a standing task PRC formal means for continuously pursuing force to, among other things, be responsible better approaches to performing peer for continuously reviewing the current peer reviews. (Task Force Recommendation review process and identifying better 4e.) approaches for performing and reporting on peer reviews. 11.6) The SECPS should make clear to According to the AICPA, this recommendation SECPS peer review team captains and reviewers cannot be implemented since the PRC, not that the POB, not the firm being reviewed, the POB, is responsible for maintaining and is the primary client. (Paragraph 6.40) administering the SECPS peer review program. The POB charter gives the POB responsibility for overseeing the activities of the PRC. The POB does not serve in a management capacity. 12) Greater depth is 12.1) The POB should perform an in The POB expanded its oversight of the peer POB needed by the POB in depth review of its current approaches to review program to include visiting more offices overseeing the overseeing the performance of peer of the largest firms that are being reviewed (5 performance of peer reviews (including reviewing the scope of offices vs. 3 or 4 offices) and will be spending reviews. (Exhibit 4, the reviews, evaluation, and resolution of more time at those offices (5 days - 2 at the page 7) issues identified during the review, and beginning of the review and 3 days at the end communications of the results of the -vs. 3 days at the end of the review). Under review) with the goal of identifying ways of the pilot program being tested in the 2001- gaining more timely (i. e., oversight of the 2002 peer review year, each of the 13 largest work of the peer reviewers as it is being firms will undergo continuous review which will performed) and deeper involvement (i. e., involve some level of peer review procedures participation with a peer reviewer in some every year (versus the previous triennial interviews of audit engagement team review requirement). The POB will conduct members) by the staff and Board. (Task on- site oversight on all 13 firms? reviews on a Force Recommendation 5a.) real- time basis. See action taken to recommendation 12.3 below for what the POB?s oversight will cover. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 12.2) The POB should consider The POB hired five recently retired partners POB establishing a process for obtaining who held important quality control functions in additional expertise to assist the POB their former firms to assist the POB in staff, when necessary, in formulating the conducting oversight of the SECPS, including staff's views on significant matters that oversight of the peer reviews of the largest occasionally arise during the performance firms on a real- time basis. of peer reviews (i. e., to assist in evaluating matters where significant differences of professional judgment exist between the peer reviewers, reviewed firm, and/ or POB staff). (Task Force Recommendation 5b.) 12.3) The POB should expand its The fiscal 2002 budget contemplates POB oversight throughout the peer reviews of expending 4000 hours for peer review the largest firms on a "real- time" basis. oversight compared with 3000 hours spent The expanded oversight should cover, at a overseeing the 2000- 2001 peer review minimum, reviewing the qualifications of program. The POB has developed a the peer review firm and the review team document ?SEC Practice Section Oversight? captain; attending all important meetings, that specifies its oversight objectives and focus groups, and interviews with firm procedures with respect to the SECPS. The personnel; reviewing the draft peer review POB will continue to oversee the planning of reports before they are provided to others; peer reviews, the reviews of functional areas and overseeing the planning of the review, at both the national and practice offices, the and the review of the internal inspection reviews of the firms? internal inspection program; the practice office and National programs, and the wrap- up of the reviews. office reviews; the debriefing of However, the POB staff now will have more engagement reviewers at the conclusion timely involvement on a real time basis in the of the reviews; and resolution of issues resolution of issues arising during the reviews. that arise during the reviews. (Paragraph The POB will continue to review the 6.41) qualifications of the peer review firms and the review team captains, and when it believes appropriate, make suggestions for changes. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 13) The Statements 13.1) The ASB, in collaboration with the The ASB has established a standing Quality SECPS and ASB on Quality Control PRC and QCIC, should review the quality Control Standards Task Force with Standards (that control standards and make them more representatives from the ASB, QCIC, PRC, provide that firms have specific and definitive for firms with public and the AICPA Peer Review Board. The task a system of quality clients, especially for the largest firms. force has preliminarily concluded that: control) lack specificity. (Task Force Recommendation 6; and Statements on Auditing Standards (SASs), (Exhibit 4, page 8) paragraph 6.42) Statements on Standards for Attestation Engagements (SSAEs), and Statements on Standards for Accounting and Review Services (SSARSs) should be amended to clarify the relationship between these standards and the Statements on Quality Control Standards (SQCS). Guide for Establishing and Maintaining a System of Quality Control for a CPA Firm?s Accounting and Auditing Practice (Guide) should be revised to reflect (1) recently issued SQCSs and (2) the POB Panel?s recommendation that the SQCSs be more specific and definitive. (Because the SQCSs cover the entire spectrum of attest services that are applicable to firms of all sizes, the task force believes the POB recommendation can best be addressed and implemented through more specificity to the Guide rather than the standards themselves.) Through the process of updating the Guide, the task force will also consider whether any guidance should be elevated from the Guide to a standard. 13.2) The ASB, PRC, and QCIC should A standing Quality Control Standards Task SECPS and ASB establish a mechanism for on- going Force has been established to monitor quality monitoring of the standards to keep them control standards and keep them current. current. (Paragraph 6.42) 14) The training 14.1) The PRC should establish a Members of the PRC and SECPS staff are PRC courses and approach standing task force that will oversee the now participating in the activities of the to training peer review peer review training programs to ensure Education and Communications Task Force of captains and teams that the training programs and methods of the AICPA Peer Review Program. That Task should be improved. delivering them meet the needs of the Force is responsible for developing and (Exhibit 4, page 10) peer review program. (Task Force overseeing appropriate peer review training Recommendation 7a.) programs. Issue: Peer Review Actions Taken as of September 2001 (as Findings From Panel Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Report Report NASBA) Directed to 14.2) The PRC should develop a system The PRC implemented a more formal process PRC for evaluating the performance of team for evaluating and monitoring the performance captains. The results of such evaluations of peer review team captains that includes the should be summarized on a periodic basis completion of a written evaluation for each to identify team captains who are not team captain whose performance on a peer performing at an acceptable level so that review was deemed to be ineffective or appropriate actions can be considered by unsatisfactory. POB staff provides input to the PRC. (Task Force Recommendation these evaluations. The results are periodically 7b.) summarized for consideration by the PRC so that appropriate actions can be taken. 15) A market- driven 15.1) The PRC should discontinue setting Effective April 1, 2001, the PRC discontinued PRC fee arrangement rates for peer reviews conducted by allowing CARTs to be formed. between a Committee CARTs. Fees for participating in a CART Appointed Review review should be established by the firm Team (CART) and a being reviewed and the members of the firm would result in review team. (Task Force more qualified Recommendation 7c.) reviewers. (Exhibit 4, page 10) 16) Peer review is only 16.1) The SEC should mandate that all The costs versus the benefits of mandating SEC required for SECPS firms that audit SEC registrants be that all firms that audit SEC registrants join a member firms. (Exhibit enrolled in a peer review program that peer review program would have to be 4, page 2) includes public oversight. With respect to considered in deciding whether to implement foreign- based CPA firms, the requirement this recommendation. A previous SEC should extend to the peer review proposal to mandate such involvement was programs/ processes in their foreign never adopted due, in part, to such concerns. locations. (Paragraph 6.43) Issue: Disciplinary Process Actions Taken as of September 2001 (as Findings From Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Panel Report Report NASBA) Directed to 17) The disciplinary 17.1) The following procedures should be The SECPS membership requirement SECPS, AICPA, the system is perceived followed when civil litigation or a criminal or (Procedures in Connection with an Alleged POB, and audit firms to be slow and public regulatory investigation contains Audit Failure) which became effective ineffective. allegations of an audit failure: January 1, 2001, requires SECPS member (Paragraphs 6.15 and (1) Devote more resources to the QCIC to firms to have quality control policies and 6.52) speed up the process. (2) A firm should procedures in place, so that, in the event of conduct an internal review of the subject litigation alleging deficiencies in the conduct engagement to evaluate performance of the of an audit of financial statements of a senior engagement personnel. The firm present or former SEC client, the firms will should respond to a standard question from report that matter to the QCIC and follow the QCIC and POB staff, regarding whether other applicable procedures of the QCIC. the firm had conducted such a review. (3) These procedures call for the member firm The Ethics Division should inform the firm to conduct a review of the engagement that that its consideration of the matter was is the subject of the litigation in order to being deferred. (4) Upon notification by the evaluate the performance of senior Ethics Division regarding deferral, the firm engagement personnel with respect to should select one of the following three specific issues contained in the complaint options to apply to the engagement partner against the firm or individuals. The QCIC during the period of deferral, if the partner will inquire whether the firm reviewed timely was still with the firm: (A) Terminate or retire other public company audits that such senior the partner; (B) Remove the partner from all audit personnel completed within the public company audit engagements until the preceding 12 months. The QCIC will review Ethics Division's process is complete; (C) the matter, and for each case that is closed Perform an additional second partner review by QCIC, the AICPA?s Professional Ethics of all public company audit engagements Division is advised of those cases for which completed by the partner in the 12 months it is believed there may be engagement prior to the deferral. The firm would report personnel issues of significance. The Ethics the results of such review to both the QCIC Division will assess whether or not the and the POB, and subject the partner to performance- specific issues warrant additional oversight on all public company investigation. If the Ethics Division audit engagements for at least one year and determines an investigation is appropriate, it thereafter subject the partner to those will inform the member firm of that and also additional oversight procedures that are that the investigation of the matter will be determined necessary. (5) The process deferred until the litigation is resolved. Once implemented by SECPS member firms the member firm and the audit engagement when they choose Option C should be partner involved have been notified by the subject to peer review and oversight by the Ethics Division that the matter is being POB. At least one engagement to which deferred, then the firm must select one of the Option C is being applied should be a following options to apply to the engagement mandatory selection in the firm?s peer partner during the period of deferral, if that review and annual inspection program. If individual is still associated with the firm: (A) the POB disagrees with a member firm?s terminate or retire the individual from the selection or method of applying Option C, it member firm, (B) remove the individual from should promptly make its views known to the performing or supervising audits of public firm, SECPS committee representatives, companies until the Ethics Division's ethics and the SEC through its normal enforcement process is completed, or (C) (Continued From Previous Page) Issue: Disciplinary Process Actions Taken as of September 2001 (as Findings From Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Panel Report Report NASBA) Directed to communication channels, and to the public subject the individual to additional, through its annual report and other prescribed oversight on all public company publications. (6) The POB should report on audit engagements in which she/ he is these activities in its Annual Report on an involved for at least 1 year. Additional aggregate no- name basis. (7) SECPS oversight, for the purpose of this member firms should apply one of the membership requirement, is defined to foregoing options to a professional that joins mean for at least 1 year, the individual will a member firm while subject to one of the perform such audits subject to oversight by a options at his or her former firm. (8) The senior technical partner appointed by the Ethics Division should refer matters to the member firm?s Managing Partner/ CEO. The QCIC that involve financial reporting of an senior technical partner oversight of such SEC registrant in which the SECPS member engagements, at a minimum, will meet the firm has not been made a party, and the SECPS?s concurring partner review Ethics Division would otherwise open an membership requirement, which in these investigation. (9) If the matter ends without circumstances, will include timely the firm having been made a party, the involvement in significant planning activities, QCIC would keep the case closed. If the the determination of risk assessments, and firm becomes a party at a later date, the the designs of tests of controls and QCIC reporting requirement should be substantive audit procedures. Thereafter, reduced to 15 days for the matter. (10) the individual must remain under the Once the Ethics Division referral is lifted, the additional oversight that the firm?s Managing Ethics Division should expedite its Partner/ CEO determines, in light of that investigation of the matter. The AICPA person?s evaluation of the individual?s should allocate additional resources to both performance, is necessary to protect the QCIC and the Ethics Division to enable both public interest. Implementation of the option bodies to perform their responsibilities chosen is subject to review through the peer promptly and effectively. (Paragraph 6.56) review process and by the POB. If the individual leaves the firm and joins another SECPS firm, the successor firm must select one of the three options. The Ethics Division and the QCIC staff recognize that it is in the public interest to cooperate with each other to minimize duplication of efforts, and are in constant communication regarding matters that may or may not involve litigation against an auditor of an SEC registrant. The Ethics Division and QCIC handle those matters that do not involve litigation on a case- by- case basis. Once the Ethics Division deferral is lifted, the Ethics Division expedites its investigation of the matter. The AICPA has allocated additional resources to both QCIC and the Ethics Division to enable both bodies to perform its responsibilities promptly and effectively. The POB will work with the PRC to develop peer review procedures to assure that (a) the firm has procedures in place to reasonably assure its compliance with the options chosen, and (Continued From Previous Page) Issue: Disciplinary Process Actions Taken as of September 2001 (as Findings From Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Panel Report Report NASBA) Directed to (b) the peer review and inspection programs include the review of at least one engagement to which Option C was applied. POB is in the process of establishing a system to accumulate PEEC?s deferrals and the options chosen by the firms to apply to the engagement partner during the PEEC?s deferral period. The POB intends to report options chosen by the firms for those deferrals by the PEEC on an aggregate ?noname? basis. The POB also oversees each QCIC case. 17.2) The POB and SECPS should review New membership requirement concerning POB, SECPS, and the results of implementing the Panel's disciplinary procedures became effective for SEC recommendations concerning the cases reported to the QCIC in 2001. The disciplinary process over a 2- to 3- year QCIC, SECPS Executive Committee, and period to determine their effectiveness. If POB will continually monitor the the POB determines that these effectiveness of the requirement. recommendations have not satisfactory protected the public, the POB, in cooperation with the SEC, should seek legislation to achieve the protections necessary to the make the disciplinary process more effective. (Paragraph 6.57) 17.3) The POB should leverage the The POB leverages knowledge it gains from POB knowledge it gains in its oversight of the its oversight of PRC, QCIC, as well as its disciplinary process recommended by the liaison with PEEC, through its Coordinating Panel, to determine whether changes in Task Force. This task force will determine professional standards or further guidance whether a need for changes in professional is needed and communicate these findings standards has been or should be to the appropriate standard- setters or communicated to standard- setters or other authoritative bodies. (Paragraph 6. 58) authoritative bodies, or the PITF if appropriate. 18) Some state No recommendation made. boards have not been effective in disciplining substandard conduct because of limited budgets and the lack of effective means to investigate allegations and impose discipline. (Paragraph 6.50) (Continued From Previous Page) Issue: Disciplinary Process Actions Taken as of September 2001 (as Findings From Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Panel Report Report NASBA) Directed to 19) The AICPA's No recommendation made. Ethics Division cannot issue subpoenas (has to rely on the cooperation of the individual being investigated) or compel testimony (cannot talk to the plaintiff or client company involved). (Paragraphs 6.11 and 6.51) 20) The AICPA's No recommendation made. Ethics Division investigations and QCIC files are not privileged and are subject to subpoena. (Paragraphs 6.48 and 6.54) 21) The AICPA's No recommendation made. Ethics Division can impose only limited sanctions. Their disciplinary authority extends only to a CPAs membership rights in the AICPA or a state society of CPA's (state boards are the only agencies that can revoke a CPA license). (Paragraphs 6.6, 6.49, and 6.51) (Continued From Previous Page) Issue: Disciplinary Process Actions Taken as of September 2001 (as Findings From Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Panel Report Report NASBA) Directed to 22) The AICPA's 22.1) The Ethics Division takes all The Ethics Division has received additional AICPA Ethics Division's necessary actions to ensure timely resources in order to process investigations disciplinary processing of investigations involving audits involving audits of SEC registrants in a proceedings are not of SEC registrants when the civil litigation timely manner and has developed timely (they are and public regulatory investigations have aggressive timelines to process the cases deferred while been concluded. The Ethics Division should once litigation or regulatory investigations litigation or regulatory establish reasonable time frames for these have been concluded. The PEEC has proceedings are in matters and report the status of all such appointed a Statistical Reporting Task Force process). matters to the POB semiannually. and a Disciplinary Task Force with the (Paragraphs 6.11, (Paragraph 6.31) objectives of improving statistical reporting 6.51, and 6.52) and making the information reported more descriptive and informative. A representative of the POB attends the meetings of the Statistical Reporting Task Force. 23) The AICPA's No recommendation made. The PEEC has appointed a Statistical Ethics Division's Reporting Task Force and a Disciplinary proceedings are Task Force with the objectives of improving confidential, and thus statistical reporting and making the the public cannot information reported more descriptive and determine what went informative. A representative of the POB wrong when a attends the Statistical Reporting Task Force sanction is imposed, meetings. and in some cases whether a sanction was imposed. Similarly, the QCIC's corrective actions it imposes on firms are not made public. (Paragraph 6.51) 24) The SEC has 24.1) The SEC should allocate additional SEC officials stated that encouraging SEC limited resources to resources to its enforcement activities companies to engage in cooperative pursue cases against directed at allegations of failed audits. measures such as self- policing prior to the auditors. (Paragraphs (Paragraph 6.59) discovery of misconduct, self- reporting of 6.5 and 6.50) misconduct when discovered, remediation, and cooperating with law enforcement authorities will allow the SEC to maximize the use of its enforcement staff and to concentrate on bringing prompt corrective action in the most egregious cases. (Continued From Previous Page) Issue: Disciplinary Process Actions Taken as of September 2001 (as Findings From Recommendations Contained in Panel Reported by the POB, AICPA, SEC, and Recommendations Panel Report Report NASBA) Directed to 24.2) The SEC should periodically The SEC does not plan to taken any SEC undertake similar studies (such as the study additional actions to implement this of AAERs in Appendix F to the Panel's recommendation. While SEC officials stated report) and disseminate the results. that they believe a continuing analysis of (Paragraph 6.60) AAERs is important, they believe that significant AAERs are currently being analyzed and digested on a real- time basis by a number of organizations, including the press, the accounting profession, accounting and auditing standard- setters, academia, and others. The incremental benefits of an additional annual or biennial study by SEC staff, therefore, may not be sufficient to justify the resources it would take to complete such a study. 24.3) The SEC should document The SEC does not plan to taken any SEC information on the auditors' work in every additional actions to implement this enforcement investigation involving recommendation. The SEC stated that its materially misstated financial statements, Division of Enforcement has for many years not just those in which the auditor is named reviewed the conduct of auditors in in the AAER. (Paragraph 6.60) essentially every investigation related to materially misstated financial statements. When appropriate, the division recommends enforcement or disciplinary action against an auditor. In circumstances where the SEC concludes that a disciplinary action is not appropriate, SEC officials stated that it is unclear to them what benefit accrues from a public airing of the SEC?s determination. Appendi x III Comments From the Public Oversight Board Attachments A and B to this letter are not included in this report. However, they are available on the Public Oversight Board?s web site (http:// www. publicoversight board. org). Comments From the American Institute of Appendi x IV Certified Public Accountants Comments From the National Association of Appendi x V State Boards of Accountancy Accounting Profession: Oversight, Auditor Appendi x VI Independence, and Financial Reporting Issues Comptroller General of the United States United States General Accounting Office Washington, DC 20548 May 3, 2002 The Honorable Paul S. Sarbanes Chairman, Committee on Banking, Housing, and Urban Affairs United States Senate Subject: Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Dear Mr. Chairman: This letter responds to your recent request that we provide our views regarding what steps the Congress should consider taking to strengthen oversight of the accounting profession, auditor independence, and selected financial reporting matters. The sudden and largely unexpected bankruptcy of the Enron Corporation (Enron) and other large corporations? financial reporting restatements have raised questions about the soundness of the current self- regulatory and financial reporting systems and resulted in substantial losses to employees, shareholders, and other investors. These events have also raised a range of questions regarding how such dramatic and unexpected events can happen and the role and capacities of various key players under the existing systems. The issues surrounding the accounting profession?s current self- regulatory system for auditors involves many players in a fragmented system that is not well coordinated, involves certain conflicts of interest, lacks effective communication, has a funding mechanism that is dependent upon voluntary contributions from the accounting profession, and has a discipline system that is largely perceived as being ineffective. (Enclosure 1 serves to illustrate the complexity of the current system of regulation and oversight and the stakeholders who rely on the system.) Simply stated, the current self- regulatory system is broken and oversight of the selfregulatory system by the Securities and Exchange Commission (SEC) has not been effective in addressing these issues to adequately protect the public interest. As a result, given the important role that independent auditors play and various inherent problems in the current self- regulatory system, direct government intervention is needed to statutorily create a new body to oversee the accounting profession?s responsibilities for auditing public companies. This step is necessary in order to increase the effectiveness of the audit process and to rebuild public confidence. The new body should be independent of the accounting profession, have significant standards- setting, oversight, and disciplinary authority, be adequately resourced to GAO- 02- 742R Accounting Profession Issues fulfill its responsibilities, and have sufficient operating flexibility to attract and retain quality leadership and supporting staff. On the other hand, the concerns relating to the timeliness, relevancy and transparency of the financial reporting model may be best addressed through the SEC working more closely with the Financial Accounting Standards Board (FASB), assuring that the FASB has an adequate and independent source of funding for its operations, and reporting periodically to the Congress in connection with certain FASB matters. If such an approach is not successful in achieving the expected improvements in the financial reporting model in a timely and effective manner, the government can then take further action. The areas of oversight of the accounting profession, auditor independence, and financial reporting are important on their own, but they also represent interrelated keystones to protecting the public?s interest. Failure in any of these areas can place a strain on the entire system. Consequently, potential actions should be guided by the fundamental principles of having the right incentives for the key parties to do the right thing, adequate transparency to provide reasonable assurance that the right thing will be done, and full accountability if the right thing is not done. These three fundamental principles represent a system of controls that should operate in conjunction with a policy of placing special attention on areas of greatest risk. NEW BODY NEEDED TO REGULATE AND OVERSEE THE ACCOUNTING PROFESSION Enron?s failure and a variety of other recent events have brought a direct focus on the ineffectiveness of the current system of regulation and oversight of the accounting profession. Independent auditors have a key role to play in protecting shareholders and the public?s interest in our capital market system. They hold a public trust and their actions or inactions can have significant implications on investors, creditors and other users of financial reports. In this regard, auditors must place additional emphasis on whether financial statements are ?fairly presented in all material respects? in addition to their traditional emphasis on whether such financial statements are prepared ?in accordance with generally accepted accounting principles.? Fair presentation requires providing reasonable assurance that major value and risk elements are appropriately reflected in the financial statements and related notes in an understandable fashion. It also requires employing an ?economic substance? versus ?transaction form? approach to important accounting and reporting issues. Many proposals are before the Congress to establish a new body to regulate and/ or oversee accounting firms that audit public companies. In our view, the Congress should consider the following key factors or criteria in establishing this new body, each of which is critical to its likely effectiveness. Page 2 GAO- 02- 742R Accounting Profession Issues Functions of the New Body The new body should have direct responsibility and authority for certain critical functions in connection with public accounting firms and their members who audit public companies. These include: establishing professional standards (independence standards; quality control standards, auditing standards, and attestation standards). The new body should be authorized to issue professional standards. In that respect, the new body should also be authorized to affirmatively adopt, at its discretion, professional standards, in whole or in part, promulgated by another standard- setting body. In the area of new standards, the new body may choose to require auditor reporting on the effectiveness of internal control over financial reporting in connection with audits of public companies, which is currently not required under existing auditing standards. It may also decide not to affirmatively adopt a standard developed by another standard- setting body but instead issue a modified version of the standard. monitoring public accounting firms for compliance with applicable professional standards. For efficiency, except for quality reviews of the largest firms and those firms in which the nature of the audits they perform pose a higher level of risk as determined by the new body, the new body should be authorized to use contractors or accounting firms to perform quality reviews in accordance with standards and processes set by the new body. However, the new body should have final approval authority in connection with any quality review engagements performed by any contractors or accounting firms. investigating and disciplining public accounting firms and/ or individual auditors of public accounting firms who do not comply with applicable professional standards. Investigations and disciplinary actions of the new body should be in addition to existing investigatory and disciplinary authority that already exists with the SEC and state boards of accountancy. establishing various auditor rotation requirements for key public company audit engagement personnel (i. e., primary and second partners, and engagement managers). Related to this function, we believe the new body should undertake a study and report to the Congress on the pros and cons of any mandatory rotation of accounting firms that audit public companies before taking any action with regard to establishing requirements for any mandatory rotation of accounting firms. Funding for the New Body The new body should have independent sources of funding by virtue of mandatory, not voluntary, payments. Public accounting firms and audit partners that audit financial statements, reports, or other documents of public companies that are required to be filed with the SEC should be required to register with the new body. The new body should have the authority to set annual registration fees and fees for Page 3 GAO- 02- 742R Accounting Profession Issues services such as peer reviews of public accounting firms. The fees should be set to recover full costs and sustain the operations of the new body. Reporting Requirement of the New Body and GAO Access to Records The new body should report annually to the Congress and the public on the full range of its activities, including coordination with other standard- setting bodies whose standards it so chooses to adopt, setting professional standards, peer reviews of public accounting firms, and related disciplinary activities. Such reporting also provides the opportunity for the Congress to conduct oversight of the performance of the new body. The Congress also may wish to have GAO review and report on the performance of the new body after the first year of its operations and periodically thereafter. Accordingly, we suggest that the Congress provide GAO not only access to the records of the new body, but also access to the records of other entities that the new body has chosen to rely on, such as other standard- setting bodies, and contractors or public accounting firms that conduct quality reviews, to the extent GAO considers necessary to assess the performance of the new body. Structure of the New Body The new body should be created by statute and should be independent of the accounting profession. To facilitate operating independently, the new body?s board members should be highly qualified and should have authority to set and approve its operating rules. The new body should have independent decision- making authority; however, it should coordinate and communicate its activities with other parties such as the SEC, the various state boards of accountancy, other standard- setters, and GAO, as appropriate. The new body should set its own human resource and other administrative requirements and should be given appropriate flexibility to provide compensation that is competitive to attract highly competent board members and supporting staff. The new body should also have adequate staff to effectively discharge its responsibilities. Candidates for the new body?s board membership could be identified through a nominating committee that could include the Chairman of the Federal Reserve, Chairman of the SEC, the Secretary of the Treasury, and the Comptroller General of the United States. This approach would help to assure the qualifications and independence of all board members. The number of board members could be 5 or 7 and have stated terms, such as 5 years with a limited renewal option, and the members? initial terms should be staggered to ensure some continuity. Ideally, the members of the board should be presidential appointees who are confirmed by the Senate (PASs). However, if the board members are not PASs, the board should be actively overseen by and accountable to a body that is composed of PASs, such as the SEC, in order to assure adequate accountability to the Congress and the public. At a minimum, the chair and vice- chair should serve on a full- time basis. None of the board members should be active Page 4 GAO- 02- 742R Accounting Profession Issues accounting profession practitioners, and a majority of board members should not have been accounting profession practitioners within the recent past (e. g., 3 years). There are several alternative structures that the Congress could choose from in establishing the new body, including creating (1) a new unit within the SEC, (2) an independent government entity within the SEC, (3) an independent government agency outside the SEC, or (4) a non- governmental private- sector entity overseen by the SEC. Each of the above alternative structures have various pros and cons that should be considered in order to assure the credibility and effectiveness of the new body in protecting the public interest. We believe that each of the alternative structures provides an organizational foundation for managing and operating the new body that potentially is workable. For the following reasons, we favor alternatives two and three and believe they have a greater likelihood of success. Under alternatives one and four, the new body?s functions (e. g., establishing professional standards, monitoring, and discipline) would be subject to SEC approval in order to assure that all actions are in the public?s interest and appropriate accountability to the Congress and the public. This, however, would increase the SEC?s responsibility as well as its workload, for the agency and the Commissioners, both of which are already overloaded. Also, under alternatives one and four the new body?s board members would not likely be PASs since under alternative one the SEC Chair and other Commissioners are PASs, and since alternative four involves a nongovernmental entity. Therefore, under alternatives one and four, the new body would have less direct accountability to the Congress and the public than a body with board members who are PASs. This limitation could be mitigated to some extent by ensuring that regardless of the structure of the new body that board members are selected from candidates provided by an independent and appropriately qualified nominating committee as previously discussed. Although a structure that provides direct accountability to the Congress and the public is important in our view, a more critical question regarding the structure of alternatives one and four is whether the SEC has the capacity to effectively take on such an additional workload. Clearly, the SEC has the culture and potential to perform an active oversight role and this would be in line with its current mission. But, does it realistically have the capacity to do so? From a historical perspective, while the SEC has had authority for over 70 years to regulate the public accounting profession under the federal securities laws and regulations related to public companies, it has largely relied on the public accounting profession to regulate itself. It is now apparent that this model has not adequately protected the public?s interest. Therefore, the SEC would need to institute a new function within its organization, as called for in alternative one, or a new oversight structure for a private- sector entity outside the SEC, as called for in alternative four, both of which would require additional resources and a significant increase in priority to more directly regulate the accounting profession at a time when the SEC is already facing a range of challenges in fulfilling its current responsibilities. Further, we believe that the SEC also needs to increase the amount of time and attention that it allocates to interacting with the FASB, the stock exchanges, and the investment banking/ analyst community. Page 5 GAO- 02- 742R Accounting Profession Issues As we recently reported, 1 the SEC?s ability to fulfill its mission has become increasingly strained due, in part, to significant imbalances between the SEC?s workload (such as filings, complaints, inquiries, investigations, examinations, and inspections) and staff resources. Although additional resources could help the SEC do more, additional resources alone would not help the SEC address its high staff turnover, which continues to be a major challenge for the agency. About 40 percent of the SEC?s staff left the agency between 1998 and 2001 and, as a result, the average level of experience at the SEC has been declining. For example, in 2000, 76 percent of the SEC?s examiners had been with the agency less than 3 years. However, we also reported that the SEC has not made effective use of strategic planning and information technology to leverage its limited resources. In addition to putting more strain on the SEC?s capacity, alternatives one and four would also likely be less efficient models for the new body to operate under by requiring additional time and attention from the SEC. Alternative two, which calls for the creation of an independent government entity within the SEC, and alternative three, which calls for the creation of an independent government agency outside the SEC, do not pose the same capacity challenges for the SEC, especially at the Commissioner level, as alternatives one and four. Also, alternatives two and three both meet each of the critical factors outlined above for the structure of the new body. We recognize there may be concern over adding more political appointments that have to be Senate confirmed, as called for under alternatives two and three, given the recent challenges of filling positions that are PASs. However, having an independent entity overseen by PASs serves to significantly enhance the entity?s accountability to the Congress and the public. Of these two alternatives, we favor alternative two as having a greater likelihood of success because the new body would be housed within the SEC and, therefore, could receive administrative support from the SEC, including human resources, payroll, and other administrative support. More importantly, this alternative should better facilitate communication and provide for maximum coordination with the SEC, while also allowing the new body the independence to design its own policies and procedures and systems as it deemed appropriate. In addition, alternative two would not require the Congress to create a separate federal entity. Alternative two would also facilitate a consolidation of the new entity under the SEC in future years if such a consolidation was deemed to be both desirable and appropriate. Therefore, we believe that alternative two has the greatest likelihood of success in terms of potential effectiveness, efficiency, and accountability of the new body. However, as previously stated, each of the alternative structures has merit and can potentially work if properly designed and implemented. AUDITOR INDEPENDENCE For over 70 years, the public accounting profession, through its independent audit function, has played a critical role in enhancing a financial reporting process that has 1 SEC Operations: Increased Workload Creates Challenges, (GAO- 02- 302, March 5, 2002). Page 6 GAO- 02- 742R Accounting Profession Issues supported the effective functioning of our domestic capital markets, which are widely viewed as the best in the world. The public?s confidence in the reliability of issuers? financial statements, which relies in large part on the role of independent auditors, serves to encourage investment in securities issued by public companies. This sense of confidence depends on reasonable investors perceiving auditors as independent expert professionals who have neither mutual, nor conflicts of, interests in connection with the entities they are auditing. Accordingly, investors and other users expect auditors to bring to the financial reporting process integrity, independence, objectivity, and technical competence, and to prevent the issuance of misleading financial statements. Enron?s failure and certain other recent events have raised questions concerning whether auditors are living up to the expectations of the investing public; however, similar questions have been raised over a number of years due to significant restatements of financial statements and certain unexpected and costly business failures, such as the savings and loan crisis. Issues debated over the years continue to focus on auditor independence concerns and the auditor?s role and responsibilities. Public accounting firms providing nonaudit services to their audit client is one of the issues that has again surfaced by Enron?s failure and the large amount of annual fees collected by Enron?s independent auditor for nonaudit services. Auditors have the capability of performing a range of valuable services for their clients, and providing certain nonaudit services can ultimately be beneficial to investors and other interested parties. However, in some circumstances, it is not appropriate for auditors to perform both audit and certain nonaudit services for the same client. In these circumstances, the auditor, the client, or both will have to make a choice as to which of these services the auditor will provide. These concepts, which we strongly believe are in the public?s interest, are reflected in the revisions to auditor independence requirements for government audits, 2 which GAO recently issued as part of Government Auditing Standards. 3 The new independence standard has gone through an extensive deliberative process over several years, including extensive public comments and input from my Advisory Council on Government Auditing Standards. 4 The standard, among other things, toughens the rules associated with providing nonaudit services and includes a principle- based approach to addressing this issue, supplemented with certain safeguards. The two overarching principles in the standard for nonaudit services are that: 2 Government Auditing Standards: Amendment No. 3, Independence (GAO- 02- 388G, January 2002). 3 Government Auditing Standards was first published in 1972 and is commonly referred to as the ?Yellow Book,? and covers federal entities and those organizations receiving federal funds. Various laws require compliance with the standards in connection with audits of federal entities and funds. Furthermore, many states and local governments and other entities, both domestically and internationally, have voluntarily adopted these standards. 4 The Advisory Council includes 20 experts in financial and performance auditing and reporting drawn from all levels of government, academia, private enterprise, and public accounting, who advise the Comptroller General on Government Auditing Standards. Page 7 GAO- 02- 742R Accounting Profession Issues auditors should not perform management functions or make management decisions, and auditors should not audit their own work or provide nonaudit services in situations where the amounts or services involved are significant or material to the subject matter of the audit. Both of the above principles should be applied using a substance over form doctrine. Under the revised standard, auditors are allowed to perform certain nonaudit services provided the services do not violate the above principles; however, in most circumstances certain additional safeguards would have to be met. For example, (1) personnel who perform allowable nonaudit services would be precluded from performing any related audit work, (2) the auditor?s work could not be reduced beyond the level that would be appropriate if the nonaudit work were performed by another unrelated party, and (3) certain documentation and quality assurance requirements must be met. The new standard includes an express prohibition regarding auditors providing certain bookkeeping or record keeping services and limits payroll processing and certain other services, all of which are presently permitted under current independence rules of the AICPA. However, our new standard allows the auditor to provide routine advice and technical assistance on an ongoing basis and without being subject to the additional safeguards. The focus of these changes to the government auditing standards is to better serve the public interest and to maintain a high degree of integrity, objectivity, and independence for audits of government entities and entities that receive federal funding. However, these standards apply only to audits of federal entities and those organizations receiving federal funds, and not to audits of public companies. In the transmittal letter issuing the new independence standard, we expressed our hope that the AICPA would raise its independence standards to those contained in this new standard in order to eliminate any inconsistency between this standard and their current standards. The AICPA?s recent statement before another congressional committee that the AICPA will not oppose prohibitions on auditors providing certain nonaudit services seems to be a step in the right direction. 5 The independence of public accountants is crucial to the credibility of financial reporting and, in turn, the capital formation process. Auditor independence standards require that the audit organization and the auditor be independent both in fact and in appearance. These standards place responsibility on the auditor and the audit organization to maintain independence so that opinions, conclusions, judgments, and recommendations will be impartial and will be viewed as being impartial by knowledgeable third parties. Because independence standards are fundamental to the independent audit function, as part of its mission, the new statutorily created body, which we previously discussed, should be responsible for setting independence standards for audits of public companies, as well as have the 5 Testimony of AICPA Chairman before the House Energy and Commerce Committee (Subcommittee on Communications, Trade and Consumer Protection), February 14, 2002. Page 8 GAO- 02- 742R Accounting Profession Issues authority to discipline members of the accounting profession that violate such standards. FINANCIAL REPORTING Business financial reporting is critical in promoting an effective allocation of capital among companies. Financial statements, which are at the center of present- day business reporting, must be timely, relevant, and reliable to be useful for decisionmaking. In our 1996 report on the accounting profession, 6 we reported that the current financial reporting model does not fully meet users? needs. More recently, we have noted that the current reporting model is not well suited to identify and report on key value and risk elements inherent in our 21 st Century knowledge- based economy. The SEC is the primary federal agency currently involved in accounting and auditing requirements for publicly traded companies but has traditionally relied on the private sector for setting standards for financial reporting and independent audits, retaining a largely oversight role. Accordingly, the SEC has accepted rules set by the FASB- generally accepted accounting principles (GAAP)- as the primary standard for preparation of financial statements in the private sector. We found that despite the continuing efforts of FASB and the SEC to enhance financial reporting, changes in the business environment, such as the growth in information technology, new types of relationships between companies, and the increasing use of complex business transactions and financial instruments, constantly threaten the relevance of financial statements and pose a formidable challenge for standard setters. A basic limitation of the model is that financial statements present the business entity?s financial position and results of its operations largely on the basis of historical costs, which do not fully meet the broad range of user needs for financial information. 7 Enron?s failure and the inquiries that have followed have raised many of the same issues about the adequacy of the current financial reporting model, such as the need for additional transparency, clarity, more timely information, and risk- oriented financial reporting. Among other actions to address the Enron- specific accounting issues, the SEC has requested that the FASB address the specific accounting rules related to Enron?s special purpose entities and related party disclosures. In addition, the SEC Chief Accountant has also raised concerns that the current standard- setting process is too cumbersome and slow and that much of the FASB?s guidance is rule- based and too 6 The Accounting Profession: Major Issues: Progress and Concerns (GAO/ AIMD- 96- 98, September 24, 1996). 7 The accounting and reporting model under generally accepted accounting principles is actually a mixed- attribute model. Although most transactions and balances are measured on the basis of historical cost, which is the amount of cash or its equivalent originally paid to acquire an asset, certain assets and liabilities are reported at current values either in the financial statements or related notes. For example, certain investments in debt and equity securities are currently reported at fair value, receivables are reported at net realizable value, and inventories are reported at the lower of cost or market value. Further, certain industries such as brokerage houses and mutual funds prepare financial statements on a fair value basis. Page 9 GAO- 02- 742R Accounting Profession Issues complex. He believes that (1) a principle- based standards will yield a less complex financial reporting paradigm that is more responsive to emerging issues, (2) the FASB needs to be more responsive to accounting standards problems identified by the SEC, and (3) the SEC needs to give the FASB freedom to address the problems, but the SEC needs to monitor projects on an ongoing basis and, if they are languishing, determine why. We generally agree with the SEC Chief Accountant?s assessment. We also believe that the issues surrounding the financial reporting model can be effectively addressed by the SEC, in conjunction with the FASB, without statutorily changing the standardsetting process. However, we do believe that a more active and ongoing interaction between the SEC and the FASB is needed to facilitate a mutual understanding of priorities for standard- setting, realistic goals for achieving expectations, and timely actions to address issues that arise when expectations are not likely to be met. In that regard, the SEC could be directed to: reach agreement with the FASB on its standard- setting agenda, approach to resolving accounting issues, and timing for completion of projects; monitor the FASB?s progress on projects, including taking appropriate actions to resolve issues when projects are not meeting expectations; and report annually to the Congress on the FASB?s progress in setting standards, along with any recommendations, and the FASB?s response to the SEC?s recommendations. The Congress may wish to have GAO evaluate and report to it one year after enactment of legislation and periodically thereafter on the SEC?s performance in working with the FASB to improve the timeliness and effectiveness of the accounting standard- setting process. Accordingly, we suggest that the Congress provide GAO access to the records of the FASB that GAO considers necessary for it to evaluate the SEC?s performance in working with the FASB. The FASB receives about two- thirds of its funding from the sale of publications with the remainder of its funding coming voluntarily from the accounting profession, industry sources, and others. One of the responsibilities of the FASB?s parent organization, the Financial Accounting Foundation, is to raise funds for the FASB and its standard- setting process to supplement the funding that comes from the FASB?s sale of publications. Some have questioned whether this is the best arrangement to ensure the independence of the standard- setting process. This issue has been raised by the appropriateness of certain accounting standards related to consolidations, that the FASB has been working on for some time, applicable to Enron?s restatement of its financial statements as reported to the SEC by Enron in its November 8, 2001, Form 8- K filing. However, the issue has previously been raised when the FASB has addressed other controversial accounting issues, such as accounting for stock options. We believe that the FASB should have mandatory sources of funding to remove the appearance of any independence issues related to funding FASB. Therefore, the Congress may wish to task the SEC with studying this issue and Page 10 GAO- 02- 742R Accounting Profession Issues identifying alternative sources of mandatory funding to supplement the FASB?s sale of publications, including the possibility of imposing fees on registrants and/ or firms, and to report to the Congress on its findings and actions taken to address the funding issue. CLOSING COMMENTS The United States has the largest and most respected capital markets in the world. Our capital markets have long enjoyed a reputation of integrity that promotes investor confidence. This is critical to our economy and the economies of other nations given the globalization of commerce. However, this long- standing reputation is now being challenged by some parties. The effectiveness of systems relating to independent audits and financial reporting which represent key underpinnings of capital markets and are critical to protecting the public?s interest, has been called into question by the failure of Enron and certain other events and practices. Although the human elements can override any system of controls, it is clear that there are a range of actions that are critical to the effective functioning of the system underlying capital markets that require attention. In addition, a strong enforcement function with appropriate civil and criminal sanctions is also needed to ensure effective accountability when key players fail to properly perform their duties and responsibilities. The accounting profession?s self- regulatory system has not effectively fulfilled its responsibilities. In addition, the current model whereby the SEC oversees various self- regulatory organizations in connection with financial reporting and auditing has not worked well, especially in connection with audits of public companies. Further, the SEC is not staffed to take on a more direct role in regulating the accounting profession nor has the SEC strategically managed its limited resources well. Therefore, we strongly believe that a new independent body, created by statute to regulate audits of public companies, is needed in order to better protect the public?s interest. However, currently we do not believe that it is necessary or appropriate for the government to assume direct responsibility for financial reporting. We do, however, believe that the Congress should provide the SEC with direction to address the issues concerning financial reporting as we have previously discussed. In summary, Enron?s recent sudden collapse, coupled with other recent business failures and certain other activities, pose a range of serious issues concerning the accounting profession and financial reporting that should be addressed. The fundamental principles of having the right incentives, adequate transparency, and full accountability provide a good sounding board to evaluate proposals that are advanced. In the end, no matter what improvements are made to strengthen the oversight and independence of the accounting profession and enhance the relevancy and transparency of financial reporting, bad actors will do bad things with bad results. We must, however, strive to take steps to minimize the number of such situations and to hold any violators of the system fully accountable for their actions. Page 11 GAO- 02- 742R Accounting Profession Issues We would be pleased to meet with you or other members of the committee to answer any questions that you may have or to provide further assistance. Sincerely yours, David M. Walker Comptroller General of the United States Enclosure Page 12 GAO- 02- 742R Accounting Profession Issues ENCLOSURE 1 ENCLOSURE 1 Public Corporate regulation Private sector regulation governance Self- regulatory Publicly traded organizations NYSE exchange companies e. g. NYSE Boards of directors Public Interest Broker dealers Audit committees Effective Financial and NASD Management Capital Markets NASDAQ responsibilities for SEC - Financial reporting Individual Investors - Internal controls Financial reporting Compliance with Institutional Investors - Banks and Lenders (creditors) Enforcement laws and regulations Rating Agencies Independence standards for auditors of SEC registrants - Code of ethics SECPS POB (Peer review) Financial audits and ASB Public consulting services Delegated AICPA PEEC accounting responsibility firms FAF FASB State boards of accountancy Direct Responsibility Oversight Delegated Responsibility (194124) Page 13 GAO- 02- 742R Accounting Profession Issues (194030) a GAO United States General Accounting Office Page i GAO- 02- 411 Accounting Profession Contents Contents Page ii GAO- 02- 411 Accounting Profession Page 1 GAO- 02- 411 Accounting Profession United States General Accounting Office Washington, D. C. 20548 Comptroller General of the United States A Page 2 GAO- 02- 411 Accounting Profession Page 3 GAO- 02- 411 Accounting Profession Page 4 GAO- 02- 411 Accounting Profession Page 5 GAO- 02- 411 Accounting Profession Page 6 GAO- 02- 411 Accounting Profession Page 7 GAO- 02- 411 Accounting Profession Page 8 GAO- 02- 411 Accounting Profession Page 9 GAO- 02- 411 Accounting Profession Page 10 GAO- 02- 411 Accounting Profession Page 11 GAO- 02- 411 Accounting Profession Page 12 GAO- 02- 411 Accounting Profession Page 13 GAO- 02- 411 Accounting Profession Page 14 GAO- 02- 411 Accounting Profession Page 15 GAO- 02- 411 Accounting Profession Page 16 GAO- 02- 411 Accounting Profession Page 17 GAO- 02- 411 Accounting Profession Page 18 GAO- 02- 411 Accounting Profession Page 19 GAO- 02- 411 Accounting Profession Page 20 GAO- 02- 411 Accounting Profession Page 21 GAO- 02- 411 Accounting Profession Page 22 GAO- 02- 411 Accounting Profession Page 23 GAO- 02- 411 Accounting Profession Page 24 GAO- 02- 411 Accounting Profession Page 25 GAO- 02- 411 Accounting Profession Page 26 GAO- 02- 411 Accounting Profession Page 27 GAO- 02- 411 Accounting Profession Page 28 GAO- 02- 411 Accounting Profession Page 29 GAO- 02- 411 Accounting Profession Page 30 GAO- 02- 411 Accounting Profession Page 31 GAO- 02- 411 Accounting Profession Page 32 GAO- 02- 411 Accounting Profession Page 33 GAO- 02- 411 Accounting Profession Page 34 GAO- 02- 411 Accounting Profession Page 35 GAO- 02- 411 Accounting Profession Page 36 GAO- 02- 411 Accounting Profession Appendix I Appendix I POB Charter Provisions Responding to the Panel on Audit Effectiveness? Recommendations Page 37 GAO- 02- 411 Accounting Profession Appendix I POB Charter Provisions Responding to the Panel on Audit Effectiveness? Recommendations Page 38 GAO- 02- 411 Accounting Profession Page 39 GAO- 02- 411 Accounting Profession Appendix II Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 40 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 41 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 42 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 43 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 44 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 45 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 46 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 47 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 48 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 49 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 50 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 51 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 52 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 53 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 54 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 55 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 56 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 57 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 58 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 59 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 60 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 61 GAO- 02- 411 Accounting Profession Appendix II Actions Responding to Panel on Audit Effectivesness? Recommendations Page 62 GAO- 02- 411 Accounting Profession Page 63 GAO- 02- 411 Accounting Profession Appendix III Appendix III Comments From the Public Oversight Board Page 64 GAO- 02- 411 Accounting Profession Appendix III Comments From the Public Oversight Board Page 65 GAO- 02- 411 Accounting Profession Appendix III Comments From the Public Oversight Board Page 66 GAO- 02- 411 Accounting Profession Appendix III Comments From the Public Oversight Board Page 67 GAO- 02- 411 Accounting Profession Appendix III Comments From the Public Oversight Board Page 68 GAO- 02- 411 Accounting Profession Page 69 GAO- 02- 411 Accounting Profession Appendix IV Appendix IV Comments From the American Institute of Certified Public Accountants Page 70 GAO- 02- 411 Accounting Profession Appendix IV Comments From the American Institute of Certified Public Accountants Page 71 GAO- 02- 411 Accounting Profession Page 72 GAO- 02- 411 Accounting Profession Appendix V Appendix V Comments From the National Association of State Boards of Accountancy Page 73 GAO- 02- 411 Accounting Profession Appendix V Comments From the National Association of State Boards of Accountancy Page 74 GAO- 02- 411 Accounting Profession Page 75 GAO- 02- 411 Accounting Profession Appendix VI Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 76 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 77 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 78 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 79 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 80 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 81 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 82 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 83 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 84 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 85 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 86 GAO- 02- 411 Accounting Profession Appendix VI Accounting Profession: Oversight, Auditor Independence, and Financial Reporting Issues Page 87 GAO- 02- 411 Accounting Profession GAO?s Mission The General Accounting Office, the investigative arm of Congress, exists to support Congress in meeting its constitutional responsibilities and to help improve the performance and accountability of the federal government for the American people. 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