Deloitte Touche Tohmatsu, the world's second-largest accounting firm, is losing some top-tier clients because of its decision not to separate its consulting unit from its core auditing business.
General Motors Corp., Clorox Co. and AutoNation Inc. announced they would drop Deloitte from providing some services in an effort to abide by the Sarbanes-Oxley Act. The measure, passed overwhelmingly by Congress last year, bars auditors from providing nine different consulting services, including bookkeeping, information systems and internal auditing, to their clients.
Other services, including advice about taxes and executive pay, must be approved by the client company's audit committee under the new law. Lawmakers feared that auditors might not be aggressive watchdogs if they were concerned about losing huge consulting fees.
Deloitte had planned to spin off its consulting unit, something the other Big Four accounting firms -- Ernst & Young International, KPMG International and PricewaterhouseCoopers -- have already done. But last week, managers called off the sale, citing market conditions.
Deborah Harrington, a spokeswoman for Deloitte, said the accounting firm knew it would lose some business because of its decision not to split its operations. She said some clients had signaled to the firm that they could not keep it for both auditing and consulting services under the current environment.
"There is a handful of clients we knew about that would have to decide between the audit and consulting side," Harrington said. She declined to provide a specific number.
Arthur Bowman, editor of Bowman's Accounting Report, an industry newsletter based in Atlanta, said that of Deloitte's 1,200 public audit clients in fiscal 2002, 112 paid the firm more money for consulting than for audit work.
"There are a number of Deloitte clients that will be facing these decisions," Bowman said.
Carol Bowie, director of governance research at the Investor Responsibility Research Center in Washington, said "companies are definitely very sensitive" to corporate governance problems now. "They're doing everything they can to reassure investors," she said.
At least 26 companies face shareholder proposals that would ban auditors from an even broader range of consulting services. One proposal was defeated, but the rest are pending.
Deloitte's decision not to spin off its consulting business, especially after warnings from clients that they would no longer use it for both audit and consulting services, surprised some regulators and corporate governance experts.
The move will put added pressure on the Public Company Accounting Oversight Board, the new body mandated by Sarbanes-Oxley, to scrutinize Deloitte's audit and consulting operations for potential independence problems.
"We expect them to comply with the requirements of Sarbanes-Oxley and all the independence rules," said acting board chairman Charles D. Niemeier. "In the course of doing inspections this year, we will place a special emphasis on issues that surround auditor independence" at Deloitte.
In the case of General Motors, the automaker decided to retain Deloitte for auditing work, said spokesman Jerry Dubrowski. But it has barred the firm from bidding on new consulting projects and is reviewing current consulting contracts with Deloitte "with the idea we'll terminate those projects as soon as it's feasible," he said.
GM paid $102 million to Deloitte in 2001, according to filings with the Securities and Exchange Commission. About $49 million was for consulting services in areas such as information systems and customer satisfaction, and $21 million was for audit work, Dubrowski said.
AutoNation and Clorox, on the other hand, have decided to find new auditors but retain Deloitte for consulting projects.
Clorox paid Deloitte $1.5 million for audit work and $24 million for information technology consulting, according to its 2002 proxy statement. The company announced in the statement that if Deloitte did not shed its consulting unit by the end of 2002, its audit committee would replace the firm as auditor to avoid conflicts with the Sarbanes-Oxley Act.
Kathryn Caulfield, a Clorox spokeswoman, said the firm has hired Ernst & Young as its new auditor. Clorox is halfway through a large, three-year computer systems project that Deloitte consultants have managed, she said.