The second tip from our January 7th One-Hour Briefing “PLI’s Second Annual Form 10-K Tune-up” (which will also be available in an On-Demand version soon) is under the category of New and Emerging Issues – PCAOB Auditing Standard 18 Related Parties (Release No. Release 2014-002, http://pcaobus.org/Standards/Auditing/Pages/Auditing_Standard_18.aspx) and PCAOB Auditing Standard 17 Auditing Supplemental Information Accompanying Audited Financial Statements (Release No. 2013-008 http://pcaobus.org/Standards/Auditing/Pages/AS17.aspx)
A warning for those who see “PCAOB” and assume they can skip this one. AS 18 will require auditors to do more work, which could be significant depending on the facts and circumstances. This will likely trickle down to companies and their audit committees causing more work in the areas outlined below in the form of more inquiry, documentation, and testing, including ICFR. So read on…
The PCAOB adopted AS 18 in Release 2014-002 mainly to strengthen auditor performance in the areas of:
Related party transactions,
Significant transactions that are outside the normal course of business, and
Financial relationships and transactions with executives
Collectively these areas are referred to as “critical areas”, essentially high-risk areas, and the new Audit Standards require specific audit procedures for each area. The adopting release cited increased risks of material misstatement and fraudulent financial reporting involving these areas as motivating factors in issuing AS 18.
AS 18 addresses:
- Relationships and transactions with related parties: Related party transactions may involve difficult measurement and recognition issues as they are not considered to be arms-length transactions. Therefore these transactions could lead to fraud or misappropriation of assets, and in turn result in errors in the financial statements, and could increase the risk of a material misstatement.
- Significant unusual transactions: Significant unusual transactions can create complex accounting and financial statement disclosure issues that could cause increased risks of material misstatement and fraud. Another risk cited is the potential for inadequate disclosure if the form of the transaction is disclosed over its substance.
- Financial Relationships and Transactions with Executive Officers: Financial relationships and transactions with executive officers can create incentives and pressures for executive officers to meet financial targets, resulting in risks of material misstatement to the financial statements.
So, what hasn’t changed:
- The definition of related party, which the PCAOB pegged to the definition in the applicable GAAP the company uses
- The accounting for related party transactions
- The financial statement or regulatory (SEC) disclosure requirements
So, what has changed?:
- The procedures are more specific and risk-based
- Additional required communications with the audit committee have been added, see paragraph 19 of Release 2014-002
- Three matters were added to the auditor’s evaluation of significant unusual transactions (see paragraph AU 316.67 as amended by this AS, which is paragraph AS 2401.67 in the reorganized PCAOB Audit Standards)
- The transaction lacks commercial or economic substance, or is part of a larger series of connected, linked, or otherwise interdependent arrangements that lack commercial or economic substance individually or in the aggregate (e.g., the transaction is entered into shortly prior to period end and is unwound shortly after period end;
- The transaction occurs with a party that falls outside the definition of a related party(as defined by the accounting principles applicable to that company), with either party able to negotiate terms that may not be available for other, more clearly independent, parties on an arm’s-length basis
- The transaction enables the company to achieve certain financial targets.
What companies should do now:
- Become familiar with AS 18
- Document the company’s process and related controls over (see paragraph 4 of Release 2014-002) :
- Identifying related parties and relationships and transactions with related parties,
- Authorizing and approving transactions with related parties, and
- Accounting for and disclosing relationships and transactions with related parties
- Gather and document the information auditors are required to inquire about, (see PCAOB Release No. 2014 -002, page A1-3, starting at par. 5)
Audit committees should:
- Become familiar with AS 18 and AS 17
- Understand the company’s process and related controls over identifying related party transactions and
- Be prepared for the auditor’s inquiry that is outlined in paragraph 7 on page A1-4 of Release 2014-002.
The PCAOB adopted AS 17 to improve the quality of audit procedures performed and related reports on supplemental information that is required by a regulator when that information is reported on in relation to financial statements that are audited under PCAOB standards. The standard requires an audit for certain supplemental information, such as:
- the schedules in Form 11-K (employee benefit plans) where the plan financial statements and schedules are prepared in accordance with the financial reporting requirements of ERISA, and
- the supplemental schedules required by broker-dealers under SEC rule 17a-5
Paragraphs 3 & 4 of Appendix 1 specifies audit procedures that the auditor should perform, and paragraph 5 contains the management representations the auditor will be asking for. The auditor may provide either a standalone auditors report on supplemental information accompanying audited financial statements will or may include the auditor’s report on the supplemental information in the auditor’s report on the financial statements.
As always, your thoughts and comments are welcome!