Auditors get into trouble over these issues

do the plumbers get complaints for  doing this?

Just read this article from ACRA on “Discussion of Past Disciplinary Cases against Public Accountants and Public Accounting Entities”. It is to raise awareness of important issues concerning appropriate and acceptable professional conduct; and to make known actions taken by ACRA to uphold professional conduct. I will focus on the former.

What are most of the complaints against the public accountants about?
Usually they relate to allegations of improper or dishonourable conduct. Of course, this would includes (among others) a failure to comply with the Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (the Code).

Examples of main areas of complaints are:-

1. Can the Auditor retain or exercise a lien over the documents till fees (or ransom?) are paid? Similarly, can the Auditor refuse the request from client to release audited financial statements before settlement of fees?

The sad thing is the law or code of conduct does not offer much direction as it takes the position that “Generally, it is a private matter between him and his client”.

Confusion would reign in the form of determining auditor’s responsibility to client who may suffer financial and/or reputational loss when the client fails to fulfill statutory filing or meeting commercial obligations without the documents or the audited financial statements.

2. Poaching  clients of another public accountant who referred work to the public accountant.

Public Accountant A outsourced part of his work from Client to Public Accountant B. Client fell in love with Public Accountant B and asked B to take the job from A all together. What should Public Accountant B do? To me this is pretty obvious. My own guiding principle in the conduct of my business when in B’s predicament would be for B to seek permission from A. If A says no, B should walk away. As I do intend to be in the business for long term, protecting my professionalism is of paramount importance on this little red dot of Singapore.

3. Fees disputes.
A pretty common issue that needs to be specifically addressed upfront in the appointment discussion and documentation.

4. Independent issues

I quote – “A public accountant should avoid situations which would give rise to the impression that his integrity and objectivity might be compromised or impaired when he was performing the role as the auditor.”
Example cited in the paper – Can a member of an audit team be performing an audit of a company in which a related party is working as a director or a senior position?

My own guiding principle is again simple – When you yourself can have a doubt over a matter that may challenge your independence, please declare to all parties concerned and let the parties concerned decide on your participation or walk away from the situation.

5.  Conduct during practice review
ACRA may on many occassions conduct practice review of its public accountants. It is the duty of the public accountants concerned to render the necessary assistance and provide the necessary documents to appointed reviewers. Instead the reviewers receives shouting, foul language, threats and harassment from similarly “harassed and distressed” public accountants, defending their livelihood.

Yes, we should maintain basic civility between fellow human beings, each trying to do their job.

Good day and smile.

Auditing – Crumbling Art Form?

Audit conundrum?

What is the event that triggers the doomsday scenario for auditing profession?

The US housing crisis before 2009. It sparked off a series of bank collapses or near collapses leading to forced government bailouts for some banks and loss of billions of dollars for many depositors, investors and homeless homeowners.

In October 2010, the European Commission issued “Green Paper Audit Policy – Lessons from the Crisis” to open a debate on two key matters:-

  • the expectation gap between auditors and the users of financial statements; and 
  • the issue of independence, size and governance of audit firms.

Singapore contributed to the debate through a series of panel discussions organised by ICPAS, ICAEW and SID.

Here are some key comments and observations of the debates and my humble responses to the respective comment:-

1. “Many of the speakers cast audit and auditors as a misunderstood lot – it is just unfortunate that investors and users of financial statements do not fully appreciate the value and the limitations of an audit.” – Willie Cheng.

Edgar – Audit profession is said to have responded by attempting to EDUCATE the “misinformed” public about what an audit is and what is not. So far in my “baseless” opinion, the “misinformed” public (who are both, your clients and users) has yet to be fully informed/convinced and consequently be fully appreciative of auditor’s work. Why?

I guess the “misinformed” public have read and some have been personally hurt when business entities that have been subjected to the vigorous regime of audit procedures, have actually gone bankrupt or going bankrupt, succumbed to frauds etc etc.

In most of these debacles, the auditors have been seen to have been able to walk away from the rubbles unscathed on defences that “an audit is FIRSTLY to just express an opinion on the true and fair view of the financial statement and SECONDLY, not to report on the financial health of the company”. Auditors want to be paid for their services but to the “misinformed” public, they do not seem to carry appropriate level of responsibilities and liabilities.

Let me cite a situation from Jonathan Weil’s article entitled “Why have auditors at all?”, which is unfolding before our very eyes. PwC said MF Global and its units “maintained, in ALL Material respects, effective internal control over financial reporting as of March 31, 2011”. MF Global filed for bankruptcy about 6 months later on Oct 31, 2011 with USD1.2 billion of customer’s money MISSING!!!. A lot of people who have relied on that audit opinion lost a lot of money.

2. Willie Cheng opined that the key root of auditor/”misinformed” public expectation gap lies in the issue of auditor independence.

What is the problem?
As the “person writing the cheque calls the shots” or “He who pays the piper calls the tune”, it is very difficult for the auditors to stand up against the Board of Directors/managements to preserve shareholders’ and stakeholders’ interests when your rice bowls are at stake.

Counter measures that have been encouraged over the last few years are:-

  • ensure auditor rotation
  • limits on fees from non-audit services and;
  • increasing the role and powers of the audit committees.

Edgar – Are these measures sufficient?
In my “baseless” humble opinion, no. Two further key areas are being addressed. Firstly, we need to tackle the bunch of people who are writing the cheques to the auditors. Secondly, the European Commission want to address the structure of providers of audit services.

What do I mean by the “bunch of people who are writing the cheques to the auditors”? I am referring to the individuals who are appointed directors/senior managers of business entities. Essentially all the current debates on corporate governance, term of directorship, number of directorships, independence/executive/non-executive status focus on strengthening the quality and ethical compass of our limited pool of directors in this small ecosystem of directors and auditors in Singapore.

European Commission is also encouraging an open debate on reforming the audit providers industry. Please consider the possibility of KPMG, Deloitte, Ernst & Young and PwC being required to put their audit and other consultancy services in separate legal entities with “unrelated” branding.

Or perhaps increase the number of “authorised” and “acceptable” audit providers for public-listed entities. The “misinformed” public, like me, seems to have the impression that the Big 4 are auditors of most public listed companies in Singapore. Take for example – When a PLC, currently being audited by Ernst &Young, got into some sort of trouble, one of the other 3 firms would be appointed to conduct the SPECIAL audit. There isn’t many alternatives.

Concluding remark – Questions like “Do we need auditors?”, “Why have auditors at all?”, “What are the roles and responsibilities of auditors?” will continue to be raised with answers leading to the destruction of existing structures and birth of a better structure (I hope) as part of a necessary evil of natural human thirst to do things better.

Willie Cheng, “Change is in the air for auditors”, Business Times, Sep 22, 2011.
Jonathan Weil, “Why have auditors at all”, Straits Times, Nov 28, 2011.

Acknowledge credit on graphic used

New Corporate Governance PROPOSED (Part B)

Dear friends,

My focus for this posting is the composition of the Board and other specified criteria for directors.

Proposal – Board Composition
Half the board to be made up of independent directors under the following circumstances where:-
a) the chairman and CEO is the same person;
b) the chairman and CEO are immediate family members;
c) the chairman and CEO are both part of the management team;
d) the chairman is not an independent director.

Mak Yuen Teen said the whole long-winded recommendation “can be simplified to just recommending that there should be at least half the directors independent if the chairman is not an independent director” (full stop).

Based on data from the 2010 Governance and Transparency Index, it is estimated that only 14 per cent of SGX-listed companies have an independent chairman and with more than 50 per cent of all SGX-listed companies currently have less than half the board independent. The Council views that a director be deemed non-independent if he has served on the board for more than nine years. The average tenure for all independent directors is 6 years.

Given the statistics presented in paragraph above, I wish to raise again the issue of whether the Council’s proposals can be effectively carried out given our limited pool of qualified and experienced directors.

Proposal – Director with multiple directorships
The Council has decided (ie. chicken out, don’t know or just being flexible?) not to spell out an ‘ideal’ number of directorships any one director should have. (Hong Kong has suggested a limit.) But Council has chosen to delegate that responsibility to the nominating committee “to decide if a director can carry out his duties, bearing in mind his commitments”.

In my opinion, Mak Yuen Teen opines that this proposal would be inconsequential as board with directors. with many directorships. would have its nominating committee setting higher limit, vice versa. Anyway by the time we do the next review, the next Council would be able to harvest the experience of last few years in determining the ideal limit.

Proposal – Appointment of alternate director
The Council suggests that directors should avoid appointing alternate directors – except for limited periods in exceptional cases. Why? Alternate directors may not be as well-prepared nor able to perform as well as full-time directors.

This suggestion could be attributed to Mak Yuen Teen’s vigorous exchanges with Christopher Chong in Sep 2010 on Xpress Holdings’ the nominating committee endorsing the appointment of an alternate director for one of its independent directors.

Michelle Quah, “Cracking the code of Corporate Governance”, Business Times, June 15, 2011.
Michelle Quah, “Will bold proposals survive the fate of 2005?”, Business Times, June 16, 2011.
Mak Yuen Teen, “Now let’s see the practical impact”, Business Times, June 16, 2011.
Mak Yuen Teen, “Unticking the box”, Business Times, September 6, 2010.

New Corporate Governance Guidelines PROPOSED (Part A)

Dear friends,

My intention here is to bring together key ideas and comments I can gather so far on each of the proposal.

Singapore’s Corporate Governance Council (CGC) was appointed by the Monetary Authority of Singapore (MAS) in February 2010 to review the 2005’s version of corporate governance guidelines accepted by Ministry of Finance (MOF). On June 14, 2011, CGC has proposed bold changes to existing corporate best practice guides for MAS acceptance by end 2011.

Proposal – Independence of independent directors
Stricter definition of independence for independent directors (to now include independence from substantial shareholders)

The Council seeks to define “independence” by defining when a director is not independent. How?

  • The council suggests that a director be deemed non-independent if he is or has been directly associated with a substantial shareholder of the company in the current or any of the past three financial years.
  • The CGC also suggests that a director be deemed non-independent if he has served on the board for more than nine years (the first time a tenure for an independent director has been mentioned.)

The CGC intends to put the respective board, on the spot, by recommending that they should identify, in the company’s annual report, each director it considers to be independent.

Michelle Quah of BT reminded us that the definition of an ‘independent’ director (to include independence from substantial shareholders) was proposed and rejected by MOF in the last review of the Code in 2005 on the basis that firstly, there was insufficient ground to assume association with substantial shareholders could impair independence as compared to principal-agent relationship for executive directors. Secondly, MOF further assume that there would be an alignment of interest between the substantial shareholders and the REST of shareholders. (I strongly beg to differ. CH Offshore – substantial shareholders sold but the remaining shareholders get nothing. May I also cite the case with Pacific Century.) Michelle recognised that as possible ‘expropriation of minority investors’ interests by large investors’.

MOF could not take that more stringent definition of independence then possibly due to the fact Singapore’s pool of qualified and quality directors is very limited and that possibly almost every one of them, in one way or another, has or had dealings with one another.

But HK and Malaysia have adopted (but is it enforced?) the more stringent definition by making it mandatory ie. as part of listing rules, instead of Singapore’s more flexible approach as “guidelines”.

Mak Yuen Teen said you can come out with the guidelines and talk about independence but he suggested the following approaches to ensure “independence”.

  • We allow minority shareholders greater say in the election or re-election of independent directors.
  • We must extend the range of sanctions against independent directors who fail to properly discharge their duties and to be more active in taking action against such directors. 

But he concedes that these approaches are beyond the scope of current discussion.

Proposal – Greater disclosure of board and executive remuneration
The CGC suggests that companies disclose the exact remuneration earned by each individual director and the CEO on a named basis, instead of within bands of $250,000 in the current Code.

Michelle again reminded us that the same was proposed and rejected in 2005. The main reason offered by MOF then was to prevent poaching of good directors and consequent escalation of directors’ fees. Huh.. are we still living in stone age? Whether a talent would stay on course would depend on many factors beside money. Furthermore, some of the largest listed companies in Singapore have actually been disclosing the exact remuneration of directors and senior management.

For minority shareholders like myself, we need the information to determine value for money paid. I always find it disturbing to see the substantial shareholders, acting as directors and senior managers, paying themselves more than the profit the company made in a financial year. Another example of expropriation of minority investors by large investors?

Michelle Quah, “Cracking the code of Corporate Governance”, Business Times, June 15, 2011.
Michelle Quah, “Will bold proposals survive the fate of 2005?”, Business Times, June 16, 2011.
Mak Yuen Teen, “Now let’s see the practical impact”, Business Times, June 16, 2011.
Mak Yuen Teen, “Unticking the box”, Business Times, September 6, 2010.