The new accounting oversight board held an unusual public forum with the Securities and Exchange Commission yesterday in an effort to present a unified front on the contentious issue of how they will treat foreign auditors and handle other controversial accounting matters.
At the three-hour meeting, packed with accounting-firm lobbyists and foreign representatives, the Public Company Accounting Oversight Board set out its proposal to require foreign firms auditing U.S.-traded companies to register with it, despite a wave of protest from overseas firms.
The presence of all five members of the SEC underscored the effort that the agency and the new board are making to take a tough stance on accounting issues after political missteps last fall raised questions about the ability of the SEC and the accounting board to reform the auditing system.
It follows the SEC's recent warning, in a letter to the American Institute of Certified Public Accountants, that an AICPA news release gave "the misleading impression" the industry group will still set auditing standards. The SEC also recently warned British accountants that disclaimers of liability that they were slapping on audit opinions there better not show up on U.S. financial reports.
At yesterday's meeting, David Wright, director of financial markets for the European Commission, argued that the new accounting board should wait one year before making foreign auditors register with it, to give European countries time to work out conflicts between their laws and those in the United States.
But Charles D. Niemeier, acting chairman of the board, said the issue strikes at the heart of the board's mission. "A great deal of the U.S. markets now involve companies and auditors that are not in the United States. . . . We believe registration is extremely important for us to be able to fulfill our mandate."
Some accounting experts praised the tone being set by the new board and by the SEC, under the leadership of its new chairman, William H. Donaldson. But they also said the entities, especially the board, must move swiftly to convince investors that it can transform auditors into tougher watchdogs.
"Audit standards have to be completely reviewed, updated, and in some cases drafted anew," said Baruch Lev, an accounting professor at New York University and a critic of the old system, which he said often failed to weed out weak auditors. In the past, audit standards were set by the AICPA, but Congress gave the accounting board the authority to rewrite the rules, which it intends to do eventually, according to board sources. Board members plan to initially focus on about a half dozen key areas in the more than 1,200 pages of audit standards, sources said. Some board members, for instance, are concerned that current audit standards repeatedly emphasize what auditors are not required to do -- which some view as an attempt by accounting firms to limit their liability when problems arise.
The AICPA has tried to hold on to a role in the writing of audit standards. It recently sent members a proposal for new audit standards and noted that it would "continue to work closely" with the SEC and the new board to set standards. The SEC's acting chief accountant responded by informing the AICPA that Congress had given the new accounting board control over audit standards and that the board would not be required to follow the AICPA's recommendations.
Joel Allegretti, a spokesman for the AICPA, said, "We recognize the authority of the public accounting board. That was never a question. The purpose of the [letter] was to give our members guidance."
The board is also replacing a widely criticized oversight system, in which accounting firms reviewed each other's work. No big audit firms ever failed the peer reviews. The board is hiring accountants -- the number may grow to 100 by next year -- to work under George H. Diacont, a former NASD and SEC enforcement staffer. It is also developing a code of conduct to prevent potential conflicts of interest by inspectors hired from Big Four firms. The new team is to start inspecting the Big Four this summer and smaller firms next year.
Niemeier said inspectors will operate differently now. For instance, the new inspection team will examine audits under litigation -- cases now exempt from the peer-review process. Still, some critics worry that a provision of the Sarbanes-Oxley law that gives audit firms one year to fix inadequacies before the board decides whether to make them public will allow them to hide problems from the investing public.
Niemeier said the board will also examine quality-control issues, such as how lead audit partners are paid, whether accounting firms have the right "tone at the top," and whether audit work is sufficiently independent from tax and other services the firms offer.
Meanwhile, the SEC is racing to appoint a permanent chairman for the new board. Some sources say that could occur by April 26, the deadline for the SEC to approve the new board. The commission is reviewing a short list of candidates for the board chairmanship, including acting chairman Niemeier.