As William H. Webster presided over the first meeting of the new accounting oversight board yesterday, one day after he resigned as its chairman, members differed on his suggestion to temporarily endorse the profession's current auditing standards, a source familiar with the discussion said.
Congress gave the board the power to write new rules for corporate auditors or to defer to rules written by the accounting profession. How aggressively the board uses its rulemaking power is one of the biggest decisions it faces.
Webster raised the issue during the six-hour closed meeting, according to one source, who said the Securities and Exchange Commission suggested that the board consider adopting the existing rules on an interim basis to alleviate confusion in the accounting industry.
Webster seemed to approve of the suggestion as a procedural matter, but some board members saw it differently, the source said. They countered that by endorsing the existing standards, even temporarily, the board would send a message that it stood for the status quo instead of reform.
Board member Willis D. Gradison Jr. said the board concluded that it needed legal advice on whether the standards the profession has written remain in effect. "We just moved on to something else because that couldn't be answered at this time," said Gradison, a lobbyist and former congressman.
One regulatory source said there should be no confusion in the industry because the existing auditing standards remain in place unless and until the board changes them. Some accountants say the profession's current standards need an overhaul because they minimize auditors' responsibility for detecting fraud.
The board members briefed reporters after their meeting but didn't mention their discussion of temporarily adopting current rules. The board distributed a one-page statement noting that milestones for its first year "will include review of" auditing standards and independence requirements for auditors.
Board members said that none of the topics they covered would have been inappropriate to address in public but that they were more comfortable beginning their work out of the public eye.
"Although we all favor openness and transparency going forward, in order for us to be effective as a body, we have to learn to know each other and trust each other. And sometimes those initial meetings and getting to know each other as people really can't happen with a lot of other eyes watching," said member Kayla J. Gillan, former general counsel at a pension fund for California public employees.
Fred Wertheimer, president of Democracy 21, a nonprofit group that advocates government reforms, urged board members to "make clear that they are going to be doing the public's business in public from now on."
"They ought to establish a practice that they're going to do their business in open session in order to help build public confidence in the agency as a credible independent oversight board," Wertheimer said.
In the closed session, a source said, the board also discussed different ways of distributing power within the organization, ranging from a model in which the chairman acts as a corporate chief executive to a model in which the chairman performs more of a coordinating or ministerial function.
The board is responsible for investigating suspected misconduct and routinely inspecting audit firms to check on their work. The board has not ruled out the possibility of outsourcing some of its work to accounting firms, Webster told reporters.
The board, which must build a staff, is seeking office space for about 50 people, Webster said. It plans to have headquarters in Washington with an office in New York.
Webster told reporters that the group believes it is up to the SEC to appoint a temporary replacement for him. He resigned because of controversy over his work as chairman of the audit committee of a Washington Internet incubator company that had problems with its financial controls.
An SEC spokesman said the agency has made no decisions about new leadership for the accounting board. "The commission will move expeditiously to name a new chairman," the spokesman said.
In the meantime, Webster told reporters, the board is laying the groundwork to formally ratify a charter and bylaws in early January, and he said he expected an interim chairman to be named by then from among the board's four remaining members.
With Webster's resignation, the two bodies most responsible for reforming corporate practices after a wave of accounting scandals are operating under lame-duck leaders. SEC Chairman Harvey L. Pitt resigned amid the controversy over Webster's appointment but remains on the job while the White House seeks his successor.