Testimony. Marilyn A. Pendergast, CPA. Chair, Ethics Committee. International Federation of Accountants (IFAC) before the

Transcription

1 Testimony of Marilyn A. Pendergast, CPA Chair, Ethics Committee International Federation of Accountants (IFAC) before the New York State Senate Higher Education Committee Kenneth P. LaValle, Chairman Public Hearing: The Purpose and Mission of 21 st Century Accounting Firms and Independence of Certified Public Accountants in the Post-Enron Era February 26, 2002 Albany, New York

2 IFAC s mission is to develop and enhance the profession to enable it to provide services of consistently high quality in the public interest. Its current membership consists of 156 professional accountancy bodies in 114 countries, representing more than 2.4 million accountants in public practice, education, government service, industry and commerce. As a representative of the worldwide accountancy profession, IFAC readily accepts that the profession has an important role in reducing the occurrence of major failures such as Enron and will play its part in the drive for greater quality and consistency of accounting and auditing services. It will also take steps to encourage improved corporate governance. Toward that end, it is planning to form an international task force of investors, directors and auditors to make recommendations on the role and composition of audit committees and how they should report to shareholders. At the end of the day, it is clear that responsibility for the Enron affair cannot be laid at one door. The company and its management, the auditors, banks, analysts, regulators and standard setters are among those who will ultimately be challenged and some or all will be found wanting. Very significant issues will be addressed. These include the need for clear and unequivocal accounting and auditing standards of international application and based on principles, not detailed rules, recognition of the dangers that flow from some of the new financial instruments that are now available, separation of powers between management and preparers and honesty from management to the auditors. It will be many months, and even years, before all the reasons for the Enron collapse are made clear. However, actions must be undertaken now to prevent future business failures that can so drastically impact the livelihood of so many people from employees and their families to shareholders and creditors. Regulators in the U.S. are properly scrutinizing the regulation of the accounting profession and the auditing standard-setting process. In addition, those investigating the Enron case must take a close look at corporate disclosure rules, the effectiveness of various securities laws, and the responsibilities and accountability of boards of directors and audit committees. A sound global financial architecture depends upon an independent accounting profession supported by the highest professional standards, an effective regulatory framework, and strong corporate governance. Public Interest Initiatives The Enron case clearly demonstrates the value of the work of IFAC and its more recent public interest initiatives, which have been under development and/or review during the past two years. These include: The promulgation of International Standards of Auditing and the IFAC Code of Ethics, including its new rules on independence, and active support of the standards produced by the International Accounting Standards Board (IASs and IFRSs). The decision to strengthen the processes and transparency of the work of the International Auditing Practices Committee (IAPC). Effective in mid-2002, IAPC will be renamed the International Auditing and Assurance Standards Board (IAASB), membership will be expanded to include members independent of the profession, and meetings will be open to the public. The initiative of IFAC and the major firms in establishing the Forum of Firms (FoF), which is designed to improve the standard and consistency of audits of transnational entities around the world. 1

3 The establishment of an independent review board to oversee the activities of IFAC and the FoF that affect the public interest. The implementation of the IFAC compliance regime, designed to ensure that national accountancy bodies that are members of IFAC meet the obligations of membership and, in particular, that they require compliance by their members with such standards. The International Forum on Accountancy Development (IFAD), established in 1999 by the World Bank and IFAC in order to improve corporate reporting and the alignment of national standards with global standards for accounting, auditing, corporate governance, and market regulation. The Need for Partnership Achievement of the objectives of IFAC and of the initiatives referred to above requires a partnership of the profession, governments, regulators and other stakeholders. In particular, it necessitates: Recognition by governments, regulators and the profession, at the local and national level, of the need for high quality, common standards of global application, to ensure comparability of financial information around the world; The highest standards of professionalism and integrity among those concerned in the management of enterprises and the preparation and presentation of financial information. This demands honest communication between management and preparers, on the one hand, and auditors, on the other, with active, independent non-executive directors and strong and effective audit committees, or an equivalent mechanism. Looking Toward Solutions Regarding Independence Although the accountancy profession throughout the world operates in an environment with different cultures and regulatory requirements, it is vital that all accountants share a commitment to a strong code of ethics. IFAC s Code of Ethics for Professional Accountants is intended to serve as a model on which to base national ethical guidance for accountants. In January 2002, IFAC issued a revision to its Code of Ethics which provides a conceptual framework for independence requirements for assurance engagements. Professional accountants serve in many different capacities, those in public practice undertake assurance engagements, and render tax and management advisory services. Other professional accountants prepare financial statements as the subordinate of others, perform internal auditing services and serve in financial management capacities in industry, commerce, government, nonprofit agencies and education. Regardless of the service they perform, professional accountants must protect the integrity of their work and maintain objectivity in their judgments. The relationship of assurance and other services has become a primary focus of discussion and deserves careful consideration. We believe that the guidance developed by IFAC may be useful to your committee in your considerations. Assurance engagements are intended to enhance the credibility of information about a subject matter by evaluating whether the subject matter conforms in all material respects with suitable criteria. The most familiar of these services are audits and reviews of financial statements. Assurance services (generally called attest services in the U.S.) may also be provided for other than financial statements, for example, statistical information, performance indicators, systems and processes or compliance with regulations. There is a strong public interest in ensuring that such services providing assurances to third parties be performed only by professional accountants who are independent. Independence can be threatened by self-interest, self-review, advocacy, familiarity, and intimidation. For instance, a direct financial interest in a client would create a self-interest threat. Preparation of the original data used to generate financial statements would create a self-review threat. Acting as an advocate on behalf of an audit client in litigation would create an advocacy threat. A member of the audit team having an immediate family member who is a director of the audit client would create a 2

4 familiarity threat. Threat of replacement of the auditor over a disagreement with the application of an accounting principle would create an intimidation threat. The assurance team (also called engagement team) includes all professionals participating in the engagement and all others within a firm who can directly influence the outcome of the engagement. The exact titles differ, but engagement teams are likely to include an engagement partner with overall responsibility for the quality of the work performed, managers with varying responsibility for supervision, managers who have administrative responsibilities, and staff with various levels of experience that complete the details of the engagement. In some cases there may be a review or concurring partner, who is not a member of the engagement team, but who reviews the audit working papers and audit report for a number of basis. The firm and the members of the assurance team have a duty to remain independent identifying threats in particular situations and applying safeguards to eliminate the threats or reduce them to an acceptable level. Safeguards fall in three broad categories, those created by the profession, legislation or regulation, those within the client and those within the firm s own systems and procedures. The appearance of independence, as well as independence in fact is key to the public s continued confidence. Consequently, the IFAC Code recognizes distinctions between publicly traded companies, audits of financial statements and other assurance services in its guidance. Accountants have traditionally provided a range of other services to their assurance clients that are consistent with their skills and expertise. The greater the knowledge of the client s business, the better the audit team will understand the client s procedures and controls and the business and financial risks that it faces. However, such services may create perceived threats to independence. Certain activities generally create threats that are so significant that the firm must avoid the activity or refuse to perform the assurance engagement. These include: - Authorizing, executing or consummating a transaction on behalf of the client or having the authority to do so. - Determining w hich recommendation should be implemented. - Reporting, in a management role, to those charged with governance. - Valuation of matters material to the financial statements which involve a significant degree of subjectivity. - Making management decisions as to employment of client personnel. - Promoting or underwriting assurance clients shares. Safeguards which may reduce threats to acceptable levels in the provision of other consulting services include, among other things, regulatory enforcement of independence requirements, external review of a firm s quality control system, continuing education requirements, a corporate governance structure within the client that provides appropriate oversight and communications regarding the total services provided by a firm, communications about independence, using different professionals to perform services, rotating senior personnel, and providing for reviews of engagement work by someone other than those directly involved in the original work. The nature of the safeguards provided are dependent upon the circumstances of the particular client and the service provided. For instance: Internal Auditing- Some large companies and governments have their own audit staffs which perform various types of compliance audits focused on whether management systems and processes are working properly, or whether particular transactions, for instance employee expense accounts have adequate documentation. 3

5 Many smaller public companies and most private companies do not have internal audit departments at all. Frequently, such companies turn to their independent auditor for these services because of the auditors expertise, and knowledge of the business. Safeguards which should be applied when performing such services for an audit client include ensuring that the client acknowledges its responsibility for the system of internal controls, the client designates a competent employee to be responsible for internal audit activities, the audit committee or the client approves the scope, risk and frequency of work, the findings from internal audit activities are reported to the audit committee or appropriate supervisory body. If a member of the assurance team, or former partner of the firm joins an assurance client, the nature of the threat to independence will depend on the position taken and the amount of involvement the individual will have with the assurance team. Safeguards to reduce any perceived threats to independence might include considering the appropriateness of modifying the plan for the engagement, and assigning additional quality control review of the particular engagement. In addition, in all cases, the individual cannot be entitled to any benefits or payments from the firm unless they are made in accordance with fixed pre-determined arrangements. The individual cannot participate or appear to participate in the firm s business or professional activities. The International Federation of Accountants greatly appreciates this opportunity to testify before your Committee. We hope that the information provided about our Code of Ethics and other efforts to encourage the highest quality practice by the world s accountants will be helpful to you who are responsible for the licensing of CPA s in New York State and for the protection of the public through strong enforcement of appropriate independence rules. 4