Posts Tagged ‘audit committee’

How Can Companies Improve the Usefulness of Disclosures to the Investor Community?

May 1st, 2014 | By

In March, the National Association of Corporate Directors, KPMG’s Audit Committee Institute, and Sidley Austin co-hosted the latest meeting of the Audit Committee Chair Advisory Council. Delegates were joined by analysts from Moody’s Analytics and Morgan Stanley, as well as leadership from Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB). The group discussed how investors and ratings agencies use financial statements in their assessment of corporate performance, the audit committee’s role in helping to ensure the quality of the company’s financial disclosures, and ongoing FASB and PCAOB projects.

As detailed in the summary of proceedings, the discussion addressed several factors that can diminish the utility of financial disclosures, including high volume as a result of duplication, “boilerplate” disclosures, and the timing of releases. Dialogue yielded the following suggestions for how companies might improve the usefulness of disclosures to the investor community:

  • Expanded reporting at the business unit, segment, or geography level. “We want to see performance data at a more granular level in order to develop a view of the company’s future growth prospects.”
  • Providing data that shows trends over multiple years. “Understanding trends over 2, 3, 5 years tells a fuller story. One of my pet peeves is when a company’s MD&A includes comparative data only from the previous year. Investors want more context.”
  • Using more charts and visuals. “Visuals can deliver a wealth of information using very little real estate in the financial statement.”
  • Including more forward-looking disclosures. “Investors and rating agencies are trying to assess and project future valuations of the company. I’d be in favor of more safe harbors [in this area] if it would encourage companies to offer more forward-looking information.”

For the full day’s discussion and proposed council action items, click here to read the summary of proceedings.

Key Insights From the Audit Committee Chair Advisory Council

August 1st, 2013 | By

On June 19, NACD and partners KPMG’s Audit Committee Institute (ACI) and Sidley Austin LLP co-hosted the most recent meeting of the Audit Committee Chair Advisory Council, bringing together audit committee chairs from major U.S. corporations, key regulators and standard setters from the Securities and Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB), and Financial Accounting Standards Board (FASB), and other audit experts for an open dialogue on the key issues and challenges impacting the audit committee agenda.

As detailed in the summary of proceedings, the forum provided timely insights into a number of issues that are top of mind for audit committees. Key insights from the dialogue include:

  • As the PCAOB continues to focus on enhancing auditor independence, skepticism, and objectivity, audit committees are wrestling with how to make the best use of PCAOB inspection reports, with some questioning the timeliness and relevance of the reports and the use of the term “audit failure.”
  • Audit committees continue to discuss the potential value of more robust reporting from the audit committee and external auditors to provide greater insight into their work. Most delegates agreed that the auditor’s statement is the right area of focus.
  • Companies should be preparing for the impact of FASB’s “big four” convergence projects—revenue recognition, leases, financial instruments, and insurance contracts—with a particular focus on the lead time IT departments will need to implement systems changes.
  • Under new leadership, the SEC is refocusing on corporate accounting fraud and the quality of financial disclosures, while moving ahead with its already heavy rule-making agenda resulting from Dodd-Frank mandates and the JOBS Act.
  • The allocation of risk oversight duties among the audit committee, full board, and other board committees is receiving increased attention, as the risk environment becomes more complex and audit committees reassess their risk oversight responsibilities.
  • In their oversight role, directors serve in a part-time capacity, while management is full time, resulting in executives having a much deeper knowledge of the operational aspects and risks of the company. To overcome this inherent imbalance, directors should apply a “healthy” level of skepticism to the information and assumptions management provides.
  • The audit committee’s effectiveness hinges not only on having the right mix of skills and backgrounds, but also having a robust onboarding process and commitment to continuing director education.

For the full day’s discussion and proposed council action items, click here to read the summary of proceedings.

SEC Leadership and Audit Committee Priorities for 2013

March 14th, 2013 | By

In the midst of the general process to determine the next leader of the Securities and Exchange Commission (SEC), current Chairman Elisse Walter[1] spoke to NACD’s Capital Area chapter this week. The conversation covered a wide range of topics, from diversity in the boardroom to the sequester’s impact on the SEC.

A significant portion of the discussion focused on the auditing profession, including activity from the Public Company Accounting Oversight Board (PCAOB). Having served on the SEC’s staff in a variety of roles beginning in 1977, Walter has had a front-row seat to the evolution of auditing and oversight. From her perspective, although audit has improved in the years since Sarbanes-Oxley, the improvements have not been enough to meet the current environment. Walter also highlighted the utility provided by PCAOB’s new Auditing Standard 16: Communications with Audit Committees and the proposed changes to the auditor’s reporting model.

On mandatory audit firm rotation—another significant proposed rule from the PCAOB—Walter was less committed. While there are many pros and cons to the concept, she noted the potential impact was uncertain.

PCAOB member Jay Hanson has commented several times on the concept release. Without a causal link between an audit failure and the audit firm tenure, Hanson remarked that he could “not see how the Board could move forward on mandatory rotation.” Furthermore, “mandatory rotation would be extraordinarily difficult to justify through an economic analysis of its costs and benefits.”

Last year, NACD’s National Audit Committee Chair Advisory Council spearheaded an initiative to propose an alternative solution to mandatory audit firm rotation: the audit committee evaluation of the external auditor. On Wednesday—the advisory council’s first meeting in 2013—delegates reviewed the status of the project. Since NACD CEO Ken Daly’s participation in a PCAOB roundtable last fall—during which he presented the assessment tool—the evaluation form has been downloaded over 1,500 times.

While directors wait for the PCAOB to decide its next steps regarding mandatory audit firm rotation, the advisory council outlined areas it plans to focus on in 2013. These include:

  • The quality of information presented to the board from management. Delegates suggested dashboards that are board- rather than management-oriented.
  • Cybersecurity and emerging technologies. Cyberterrorism and new technologies, such as social media, present significant risks to companies—oversight of which is often assigned to the audit committee.
  • Oversight of big data. Increasingly, investors are using data found in sources other than the annual financial report to analyze and make trading decisions. In some cases, the markets have information about a company’s products and performance before the board. 

Produced with KPMG’s Audit Committee Institute and Sidley Austin, NACD’s National Audit Committee Chair Advisory Council will next meet in early June. For a summary of the council’s 2012 meeting, visit our Board Leaders Briefing Center.


[1] The Chairman’s views were her own, not those of the SEC.