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Five for 2014

Greetings readers! In this post, I share my views on the single most important thing we can expect from the Financial Accounting Standards Board (FASB), International Accounting Standards Board (IASB), U.S. Securities and Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB) and Committee of Sponsoring Organizations of the Treadway Commission (COSO), in 2014.
 
Indeed, I tried to distill the single most important thing down to one word for each of the above standard-setters/regulators (and in the case of COSO, in my mind, at least, “a quasi-‘ or ‘de facto’ regulator). This is simply a one-word clue to trigger your memory/thinking about each regulator – you know, kind of like they used to do on the classic game-show, PASSWORD
 
It can be truly challenging to try to distill what the most significant initiative of any particular standard-setter may be in any particular year, and my choice of any one particular word or initiative is not meant to denigrate any other of the myriad of other important initiatives being undertaken by these private sector organizations or agencies.
 
How would you describe, if you could only use one word, what the most important impact or initiative of each of the five organizations/regulators will be in 2014? Feel free to post a comment!
 
As is the case in general for the FEI Financial Reporting Blog, and in particular when I identify material as “my two cents” - and I would classify this entire post as “my five cents” - please note the disclaimer which appears on the right side of this blog. 

Here's a summary of the five Passwords: (Hey - this could be a fun game to play with other accountants, auditors, board members, corporate counsel!!, maybe hide half your screen and call a friend...before you scroll down!)


1. FASB......................................................................................................Private
2. IASB.......................................................................................................Next
3. SEC ........................................................................................................Enforcement
4. PCAOB...................................................................................................New
5. COSO......................................................................................................Now

As to why I picked five? If you read this whole post to the end, you'll get to the "Hat Tip" and "Hot Tip" (legal) and learn why! You'll also see links to conferences on hot topics mentioned herein.

Here's the details:
 
1.   FASB: Private

FASB has built the foundation (and the first few floors!) of its increasing emphasis on private company financial reporting. This entails a serious focus on the practical, real-world needs of a majority of users of private company financial reporting, which could potentially differ from previous versions of generic “users” or even generic technical/expert “users” of financial reporting such as FASB’s previous Investors Technical Advisory Committee (ITAC) which was, in substance and form, significantly influenced by public company analysts.
 
Additionally, the FASB is and always has been, by virtue of statutory authority of the SEC, influenced by the oversight of the SEC, which regulates public companies; so the relationship between the SEC, particularly the Office of the Chief Accountant, and the FASB, to the extent the SEC identifies a need for guidance in the land of GAAP, and makes “suggestions” to the FASB, which is indeed an independent standard setter, the relationship can thus be characterized as similar to the old E.F. Hutton commercials, “When the SEC Talks, FASB Listens!”
 
What will the FASB do in such a case in which the SEC has a “suggestion” or formally requests FASB to take on a standard-setting project? As to a “suggestion” - that’s anyone’s guess, as to a formal request – that would most likely end up as a project on FASB’s Agenda, but the groundswell of private company voices calling for attention to private company users’ needs, (e.g. private companies who have told FASB and the FAF that their bank lenders sometimes ask the private companies to back out some of the complex GAAP measures that took time and money for the preparers to put the information together and have audited), accelerated significantly over the years culminating in the formation of the Private Company Council formed by the FAF to make recommendations to the FASB of alternative treatments that should be offered under current and proposed GAAP that would be more useful and/or less complex (but no less useful) for users of financial statements and preparers of financial statements.
 
In this case, as drafts of the “foundation” or a “framework” or “guide” by which the FASB and PCC would reach its decisions on alternative treatments for private companies was being developed by FASB and the PCC, released for public comment, and revised for public comment and redeliberations by FASB and the PCC, the first few “floors” were pre-built, ready to lay on top of that foundation, including the release of Accounting Standards Updates. (See listing of Accounting Standards Updates (ASUs) which provided release for private companies.)
 
 
Significantly, FASB Board Member Larry Smith’s 4-page dissenting opinion to the Private Company “Framework” or “Guide”, which can be found on pages 26-29 of the Framework, stated, in effect, not only that he disagreed with the five factors identified in the Framework as to their usefulness or appropriateness in serving their purported purpose of assisting the FASB board in determining when different treatment for private companies was appropriate, but that he also believed that considerations aimed at simplifying GAAP would more appropriately be aimed at all companies –both public and private. 
 
Separately, concurrent with the release of FASB’s Private Co Decision-Making Framework (aka “the Guide”), FASB released an Accounting Standards Update (ASU), ASU No. 2013-12, Definition of a Public Business Entity – An Addition to the Master Glossary. The reason why this is particularly significant to private companies, and happened to be released concurrently with the private company framework, is that, by definition, this new ASU will assist the FASB and its constituents in determining the applicability of standards that apply to “public” vs. “nonpublic” entities (with “nonpublic entities” often referred to more generally as “private companies”).
 
Additional ASU’s providing relief to private companies issued as a result of recommendations made by the Private Company Council which were endorsed by the FASB, following a public comment period, included ASU 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04;   ASU 2013-03, Financial Instruments (Topic 825): Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities
 
The FASB board moved ahead to take action to simplify, and make more useful, certain standards for private company preparers and users even before the PCC was formed, and of course retains the right and ability to continue to do so, but with the PCC now in place, would likely any such new projects by the PCC at this time.
 
Well, I’m glad you asked that question (and even if you didn’t, I’m going to tell you anyway!)
 
FASB’s standards, for public companies, nonpublic companies (private companies, not-for-profit entities) are Generally Accepted Accounting Standards, or GAAP. The AICPA’s FRF for SMEs are a set of non-GAAP standards; as such, FRF for SMEs can NOT be used for purposes that require a set of GAAP financials; e.g. if a private company may in the future contemplate going public, transitioning from a set of non-GAAP to GAAP financial reporting will become an issue; additionally, if a private company has a user of its financial statements or may in the future have a user such as a future lender, surety, customer, supplier, or if the private company is regulated by another government entity aside from the SEC that may require GAAP financials, any of those circumstances or types of users that may require GAAP financials should be considered before a private company chooses to adopt a set of non-GAAP accounting standards vs. GAAP standards. See, e.g. the AICPA publication, Comparison of the FRF for SMEs Reporting Framework to Other Bases of Accounting.
 
Ø Check out FEI’s Conference page NOW for Private Company events like our Private Company Forum, taking place in New Orleans on Feb. 4, 2014.
 
What about public companies? Before I start hearing from public companies asking, “What are we, chopped liver,” I note that I challenged myself to pick just “one thing,” indeed, literally “one word” to represent the hottest thing to watch for in 2014 from each of these regulators/standard-setters. FASB’s private company thrust represents a significant strategic change which has had, and will continue to have, an immediate impact for the private company sector, and I believe will have a spillover effect on public companies as well – a reverse of what we often see - that can improve financial reporting in terms of combating unnecessary complexity. 
 
FASB Chairman Russell Golden repeatedly stated his goals or “vision” for FASB in a number of speeches this year, beginning with his September, 2013 FASB at 40 speech, to his December, 2013 speech at the AICPA Conference, and in both speeches, he noted his desire to combat complexity – a goal that was echoed, if not prodded on by - SEC Chief Accountant Paul Beswick in Beswick’s speech at the December AICPA conference.
 
Efforts at reducing complexity in financial reporting are good news for both public and private companies… and the groundwork laid in FASB’s and the PCC’s private company financial reporting deliberations and publications, I believe, could be extremely beneficial as it turns its efforts toward combating complexity for all companies. 
 
But, combating complexity could be a kind of ‘squishy’ goal. What are some of the more tangible things that all companies, public and private, can expect to see in 2014? As both the FASB and IASB Chairmen mentioned, they anticipate completing the convergence projects this year, and Golden has gone on the record stating the final FASB Revenue Recognition standard should be published in early 2014.
 
Since this new standard will represent a sea-change in accounting, why didn’t we pick Revenue Recognition as the key word for 2014? Well, we could have used the commonly used abbreviation “RevRec” as “one word” but the only reason we picked “Private” over “RevRec” this year is because the implementation date for RevRec will follow that of this year’s and last year’s private company standards. However, the scope of change that companies will face from the new Revenue Recognition standard will be monumental, and we strongly suggest companies take advantage of the training opportunities (conferences, webcasts, virtual networking, and more) that FEI will be offering its members through the year on this wide-reaching new standard.
 
Other standards currently projected by FASB to be finalized in the first half of 2014 include Financial Instruments-Credit Impairment and Financial Instruments – Classification and Measurement.
 
The final Leases standard does not have a “projected” status date currently on FASB’s project timetable.
 
And here’s a didja know:
Ø Didja know that a great place for all of FASB’s constituents – whether private companies or public companies – to get the latest status on FASB’s projects – straight from FASB, in a convenient webcast format, is by tuning into FASB’s Update for Nonpublic Entities Webcast.(original broadcast date: Dec. 16, 2013) (Note: Scroll down and click “launch presentation”; CPE not available for viewing archived webcast)
FASB followers, public and private, if you are a new visitor to this blog, if you’d like to receive updates by email, you’re just a click away.


IASB Chairman Hans Hoogervorst & FASB Chairman Russell Golden at FEI CFRI Conf. 11/13
Photo Credit: Rob White Photography

2.   IASB: Next
 
As the IASB and FASB complete the last of the major projects under their 2002 bi-lateral Memorandum of Understanding (MOU), both boards move to an increasingly multilateral model. 
 
Significantly, however, some may view the underlying tone of the two multilateral models as differing in subtle or not-so-subtle ways. IFRS Foundation Chairman Michel Prada described the IFRSF’s model as an “inclusive” multilateral model in his remarks in October, 2013 in Germany, while FASB Chairman Russell Golden first spoke of FASB’s vision for a “decentralized, multilateral model” supporting “convergence” toward a set of “common, converged global standards” in a speech at a meeting of FEI’s Japan Chapter and Keidanren, the Japanese Business Federation, later in the very same week that IFRSF’s Prada spoke in Germany. We wrote about this at the time in, FASB's Golden Calls for 'A New, Decentralized Multi-Lateral Model,' IFRSF's Prada Praises IASB's 'Inclusive' Multi-Lateral Approach to Global Accounting Standards-UPDATED.
 
IASB’s Hoogervorst  and FASB’s Golden have emphasized the importance of the IASB’s gathering multilateral input from national standard-setters, including, importantly, the continued input of the U.S. National Standard-Setter, the FASB, through the IASB’s Accounting Standards Advisory Forum or ASAF.  Both Chairmen have also emphasized the importance of their respective organizations participating in the International Forum of Accounting Standard Setters. Although the FASB’s and IASB’s visions of the definition of whether there is a “single” set of “global” accounting standards or a “common, converged” set of global accounting standards may differ, and whether there is a “inclusive” multilateral model or a “decentralized” multilateral model of cooperation among national accounting standard-setters.
 
“In all instances, the FASB‘s objective will be to promote the improvement and convergence of U.S. GAAP and IFRS.”
 
Further establishing itself as an independent, adequately funded organization will be a key ongoing strategic goal of the IFRS Foundation and the IASB.
 
Golden and Hoogervorst shared the stage at FEI’s Current Financial Reporting Issues (CFRI) conference in November, 2013, pictured above.
 
 Christopher Westfall, Editor-in-Chief of Financial Executive magazine captured highlights of the two Chairman’s remarks in his cover story, Convergence 2014. The article includes other important highlights from the CFRI conference.  [See also Hat Tip & Hot Tip (legal) at the end of this post!]
 
The IASB is forging ahead as it enters this, its Next Phase, described in its 2012 Annual Report by IFRS Foundation Chairman Michel Prada as its Next Chapter.
 
Among the significant developments moving forward as part of this new chapter/next chapter as the IASB moves from the conclusion of a great deal of focus on its bilateral MOU with the FASB, (while it has also aimed significant efforts on other projects) will be the full focus on its “inclusive, multilateral platform” via its ASAF. 
 
Another significant development, although it was technically toward the end of 2012, not 2013, was the opening of the IASB’s first satellite office, an Asia-Oceana office, in Tokyo.
 
SEC Action Pending: Some believe the issue of any SEC action in 2014 with respect to the status of the use of IFRS by domestic SEC filers is murky at best.
 
I would concur, particularly based on recent direct statements by SEC Chief Accountant Paul Beswick at FEI’s CFRI Conference in Nov. 2013, which were reiterated in Beswick’s remarks at the AICPA’s Annual Conference on Current SEC and PCAOB Developments in Dec. 2013, and when considered in combination with indirect allusions in the concluding statements by SEC Deputy Chief Accountant Julie Erhardt at the December AICPA conference: (1) that the SEC’s plate is quite full with Congressionally mandated and other urgent rulemaking at this time (Beswick), and that, (2) as heard in stories told by others, “ the observation of [an] individual was, ‘Whether you decide to adopt international standards depends upon the size of the need or the problem, and the range of alternatives available to you,’…[and]… as someone once stated,…’If you are out hiking and see a storm coming, you don’t hike into it!’…” (Erhardt). These remarks and others can be found in Key Lines and What’s Between the Lines in FASB, IASB, SEC, PCAOB Speeches at AICPA Conference.
 
 
3.   SEC: Enforcement
 
If I had a crystal ball, I’d say it’s likely we’ll see some major action on the Enforcement front to demonstrate the strategy behind the high level initiatives led by Chairman Mary Jo White and Enforcement Director Andrew Ceresney, as noted last year in our posts: No-Admit, No-Deny: SEC Policy Evolution, Not Revolution (citing White), and SEC Forms a FRAT! (citing Ceresney on SEC’s new Financial Reporting and Audit Task Force). [NOTE: Ceresney is now the sole Director in the Division of Enforcement, as his former co-director, George Canellos recently announced he will leave the SEC later this month.]
 
Following a change I made in June to the SEC's no admit/no deny settlement protocol to require admissions in certain cases, some have predicted that more of our cases will go to trial. And somem have asked whether the agency's trial lawyers are ready to go up against the best of the white collar defense bar. It will probably come as no surprise to you, but my answer is a resounding yes.
  
The likely focus of the SEC on Enforcement in 2014 is also emphasized in the following article which appeared in CFO.com:No More Mr. Nice Guys - SEC Sharpens Talons for 2014. The article, authored by attorneys Nicolas Morgan and Jennifer Feldman of law firm DLA Piper, is subtitled,"'Don't be complacent. The recent trough in the SEC's Enforcement of Financial Reporting regulations will turn around this year."

While on the topic of Enforcement, and drilling down to the Office of the Chief Accountant, Brian Croteau, Deputy Chief Accountant with responsibility for Professional Practice (Auditing Standards, Professional Practice, Internal Control over Financial Reporting and related matters), spoke of the Office of the Chief Accountant’s (OCA) liaison role with the Division of Enforcement in his remarks at the December, 2013 AICPA National Conference on Current SEC and PCAOB Developments, and spoke of OCA:
 
 “maintain[ing] or increase[ing] its focus on internal control over financial reporting” concurrent with the release of the updated COSO internal control framework last year, and its implementation this year. (Read more about COSO later in this post).
 
 
 
What else is happening at the SEC? As noted earlier, the challenge I gave myself in this post was to center on just one thing, indeed one word, for each regulator/standard-setter; certainly, the SEC is involved in many other initiatives in support of its dual mission of supporting the ability of companies to raise capital and protecting investors.
 
One recent development at the SEC that ties into FASB’s “combating complexity” goal cited further above, is that noted by SEC Chairman Mary Jo White concurrent December 20, 2013 issuance of the SEC staff report, Report on Review of Disclosure Requirements in Regulation S-K. The report was conducted by the SEC as requested by Congress under the JOBS Act.

Importantlly, as noted in the SEC's press release, White stated:

This report [on Reg S-K] provides a framework for disclosure reform. As a next step, I have directed the staff to develop specific recommendations for updating the rules that dictate what a company must disclose in its filings. We will seek input from companies about how we can make our disclosure rules work better for them and will solicit the views of investors about what type of information they want and how it can best be presented. The ultimate objective is for the Commission to improve the disclosure regime for both companies and investors.    


Keith Higgins, Director of the SEC’s Division of Corporation Finance stated:
“Updating our rules is only one step – albeit an important one – in improving company disclosures. For their part, companies should examine how they can improve the quality and effectiveness of their disclosures and how our rules can be improved to facilitate clear and effective communications to investors. Better disclosure benefits everyone in the marketplace, and we plan to work with companies and investors to achieve this common goal.”
 
The press release also noted that:
 
“[T]he SEC’s Office of the Chief Accountant will coordinate with the Financial Accounting Standards Board to identify ways to improve the effectiveness of disclosures in corporate financial statements and to minimize duplication with other existing disclosure requirements.”
 
Chairman White led up to this initiative in remarks given at the NACD’s annual conference in November, 2013, as we noted in this post, SEC’s White Calls for ‘A Meaningful Review of Disclosure Requirements.’  
 
 
We can’t foster capital formation in fair and efficient capital markets through private investment unless the critically important information about public companies is routinely and reliably made available to investors. We need to take seriously however, the question whether there can be too much disclosure. Justice Louis Brandeis famously stated that sunshine is the best disinfectant. As my friend and former colleague Troy Paredes pointed out some years ago, though, it is possible to create conditions in which investors are 'blinded by the light.' That is to say that from an investor's standpoint, excessive illumination by too much disclosure can have the same effect as obfuscation - it becomes difficult or impossible to discern what really matters ... 
 
Commissioner Gallagher continued:
 
I often hear from investors that disclosure documents are lengthy, turgid, and internally repetitive. In their present state, they are, in other words, not efficient mechanisms for transmitting the most critically important information to investors — especially not to ordinary, individual investors. They are not the sort of documents most people are likely to read, even if doing so is in their financial self-interest. For that reason, today’s disclosure documents raise questions of what their purpose actually is and whether they are meeting it.
 
Here, it seems to me, we must acknowledge a dilemma. The good we have done in shaping a detailed disclosure regime to assist and protect investors has, in fact, led to some potential but, I submit, avoidable harm. Corporate disclosure filings didn’t naturally evolve into their present convoluted state. Rather, the rules that require periodic corporate reporting and the detailed instructions that implement them, as well as the staff interpretations and guidance that supplement those rules and instructions, have been the principal forces shaping modern corporate disclosure filings.
 
But other, external forces have played a role as well, most notably the risk of litigation -- much of it absolutely frivolous and solely for the benefit of plaintiffs’ lawyers, not investors. The failure to disclose anticipatorily is often enough to prompt a shareholder lawsuit based on the assertion of a material omission. It is rational, in other words, for those who prepare corporate disclosure documents to prepare for the worst, thus perversely prioritizing the need to avoid the penalties that accompany claims of insufficient disclosure, it seems, over rendering the required disclosure in a manner intelligible to the average investor. In sum, the Commission has cause for self-examination where the question of the utility and lucidity of corporate disclosures arises.
 
And in that process we cannot ignore the impact of excessive and frivolous litigation.
* * *

Here, we come to a fundamental fork in the road. Should we jump in with both feet to begin a comprehensive review and possible overhal of SEC-imposed disclosure requirements under teh securities laws, or should we take a more targeted approach, favoring smaller steps towards our ultimate reforming goals? Ordinarily, I would argue for a comprehensive approach to the solution of almost any problem. Where securities regulation is concerned, we often find that actions we take in one area have unforeseen and unintended effects in others.

However, disclosure reform may be the exception. Although I've publicly called on multiple occassions for a holistic, comprehensive review of market structure issues, I believe, on balance, that with disclosure reform it is better to start addressing discrete issues now rather than risk spending years preparing an offensive so massive that it may never be launched. On this poitn, I was very pleased to see the recent remarks by Chair White (citing NACD speech). I hope and expect that, under her stewardship, the Commission will begin to make real headway on disclosure reform. I am genuinly enthusiastic about the prospect of solving some of the real-world problems that have become obvious to all who focus on this area. In short, its time to get practical and time to get started.

  
Inquiring minds may ask: why have I not put “disclosure reform” as the highest priority item for 2014 as relates to the SEC, instead of “Enforcement”? Well, it’s not just because “Disclosure Reform” is two words, and “Enforcement” is one. I truly believe that with so much messaging from the highest levels of the SEC of a “get tough” attitude that we will see some illustrations of that attitude. We have seen that messaging from the Chairman, the Director of Enforcement, and in speeches from the Office of the Chief Accountant, and although preparers and auditors may prefer to see “disclosure reform” I believe that is a longer term project, and that in the shorter term, specifically 2014, attention should be paid to dotting the I’s and crossing the t’s as well as the big picture, substance over form, etc. with an eye toward Enforcement.
 
We’ll continue to report on SEC developments in this blog. If you’re a new visitor, and you don’t want to miss a thing, you can sign up for emails from the FEI blog. 
 
 
4.   PCAOB: New
 
The PCAOB came up with some major new initiatives last year, some of which were the culmination of items previously brewing in the form of extremely controversial “Concept Releases” touching on touchy items like mandatory audit firm rotation, which was struck down earlier in the year for all intents and purposes by Congress’ (although not any Senate) action precluding the PCAOB to pass any rule requiring mandatory audit firm rotation – thus, the PCAOB, after a round of public comment letters and public hearings on the matter, in addition to Congress’ action, tempered down direct any direct action requiring mandatory audit firm rotation, and included instead an informational disclosure requirement as to the term the audit firm has had with the client, as part of the sweeping changes the PCAOB proposed in August, 2013 to the content of the Auditor’s Report.
 
However, although the usefulness and proper “geography” of any such disclosure of the term of the audit firm were debated (e.g., if useful, should such disclosure really be in the auditor’s report, the Audit Committee’s report, or the proxy statement?), these issues paled in comparison, in my view, with larger issues contained in this particular proposal, including a requirement that auditor’s disclose and discuss Critical Audit Matters (CAMs), and that auditors up the ante, terminology-wise, at least (but – inquiring minds want to know, will this change in language drive behaviors that will up the time spent, audit fees relative to, auditor’s level of responsibility for, and investors’ reliance upon the underlying information…) due to the fact that auditors would be required to “read and evaluate”, not just “read and consider”, other information contained in a report containing the audited financial statements and auditor’s report thereon. These points and others are in our earlier post, PCAOB Unanimously Proposes Changes to Auditors Report To Require Disclosure of CAMs, Audit Firm Tenure, and Increase Responsibility for Other Info Contained in Annual Report   
 
 
I personally believe that the PCAOB’s proposed changes to the Auditor’s Reporting Model has the greatest chance of passing as a final standard in 2014, which is why I picked the word “New” to signify the PCAOB in 2014. I also believe this proposal could represent the biggest change put forth by the PCAOB since AS2 – that is, AS5, the revised version of AS2, released by the PCAOB to implement Sarbanes-Oxley Section 404(b), on the auditor’s report on internal control over external financial reporting.
 
(The SEC concurrently set forth its own rules applicable to management’s report on internal control over external financial reporting, required under Sarbanes-Oxley Section 404(a), as SEC Deputy Chief Accountant Brian Croteau reminded the audience at the December, 2013 AICPA Conference on Current SEC and PCAOB Developments, and as noted further below under COSO.)
 
The comment deadline on the PCAOB’s proposal on the Auditor’s Reporting Model was Dec. is particular PCAOB proposal. The comment letter filed by FEI’s Committee on Corporate Reporting 11, 2013. The comment letter filed by FEI’s Committee on Corporate Reporting was one of a variety of comment letters cited in an article published by the AICPA’s Journal of Accountancy in an article published last week entitled, Preparers Oppose PCAOB’s Plan for More Auditor Disclosure.
 
This is not to say the PCAOB is a one-trick pony, far from it. Last week the PCAOB released the most current edition of its Standard-Setting Agenda, and in December the board released its Re-proposal on Disclosure of Engagement Partners and Certain Other Parties Involved in the Audit; (see related FEI blog post); shortly thereafter the PCAOB released a related study on implementation of its standards on Engagement Quality Review (AS7).
 
Separately, in addition to standard-setting, led by PCAOB Chief Auditor Marty Baumann and his staff, with insights from PCAOB’s Standing Advisory Group supplemented by their Investor’s Advisory Group, the PCAOB has been on a tear announcing developments that have been brewing in its Office of Research and Analysis lead by Greg Jonas, including, significantly, the development of potential Audit Quality Indicators. In my view, everyone should pay very close attention as the AQI project progresses. Not a whole lot, to my knowledge, has been widely publicly disseminated on AQI (aside from at SAG meetings or IAG meetings or various outreach sessions) prior to Jonas’ speech at the December, 2013 AICPA conference;  I highly recommend folks’ up their IQ on AQI by reading Jonas’ remarks. 
 
 
Last but not least, the PCAOB has been deliberating establishing a Fraud Task Force, and ran that concept by its Standing Advisory Group (SAG) at the Nov. 13-14 SAG Meeting, Here is an outline from the slide deck pertaining to the proposed PCAOB Fraud Task Force presented at the SAG meeting.  If you like to keep up with PCAOB news and views, click here to receive the FEI blog by email. 
 
5.   COSO: Now
 
Raise your hand if your company (or the company you audit, or serve on the board of directors of) is subject to the Sarbanes-Oxley Act, or- if a private company – if you try to stay up to date with best practices in internal controls.
 
Now, raise your hand if you’ve already implemented COSO’s updated Internal Control-Integrated Framework, the 20-year updated published in May, 2013.
 
Hmm, I don’t see that many hands up, maybe, a third of you? That’s about how many people reported on our webcasts in the fall of 2013 they had even read COSO’s 2013 update of its landmark 1992 Internal Control-Integrated Framework.
 
The time to implement what many people informally refer to as “COSO: 2013” is NOW.
 
When COSO issued its updated framework (cover-to-cover update of the 1992 framework issued in May, 2013), the COSO board announced that the 2013 update would be deemed to supersede the 1992 framework as of Dec. 15, 2014. See also FEI Summary.
 
The SEC Chief Accountant, Paul Beswick, has subsequently made comments as to how the SEC will be looking at SEC filings with respect to the adoption of the updated COSO framework as well, as we noted in our post last year: Control Yourself !! SEC Staff on COSO; Learn MoreBeswick reiterated his remarks at FEI’s Current Financial Reporting issues Conference (CFRI) in November, 2014.
 
Various corporate preparers speaking on a COSO panel at FEI’s CFRI conference noted they had begun, in 2013, the process of mapping from their current internal control framework ,to the COSO: 2013 framework and they found it to be a beneficial exercise.
 
I would caution companies NOT to wait any longer to begin planning and implementing (at the very least mapping out) their implementation of COSO: 2013, keeping in mind that even if, best case, you believe you find no internal control weaknesses (particularly no material weaknesses, including in the aggregate), you will need to communicate with your auditor as to their findings, and whether their evaluation of your findings is consistent with your evaluation, whether they concur you have sufficiently documented your findings, and so forth. Take a page from the initial year of Sarbanes-Oxley implementation, and don’t let a last minute squeeze on resources take place that will impact your company or your auditors by beginning your implementation, and your communication with your auditors, your audit committee, and up and down your organization early this year. Remember, this is not a point in time exercise that happens at the stroke of midnight on 12/15/14 or 12/31/14, this requires checking for internal control weaknesses, remediation of those weaknesses, and most importantly, a look at the new “principles” of internal control defined in COSO: 2013, as well as the “points of focus” established in COSO: 2013.
 
Ø Learn more about COSO: 2013 at FEI’s upcoming series of half –day conferences; you can also attend a half-day Fraud conference the same day and earn 8 CPE. Choose from NYC, Boston, Minneapolis or Atlanta. Register for FEI’s Fraud/COSO conference.
 
If you aren’t convinced yet about the importance of internal control over financial reporting, perhaps you’ll listen to SEC Deputy Chief Accountant Brian Croteau – we referenced his remarks at the AICPA Annual Conference on SEC and PCAOB Current Developments earlier above, and here’s what he said about internal control, and about COSO, specifically: (emphasis added)
 
We continue to spend time with staff in our Enforcement Division on investigations that involve internal control considerations, and I think you should expect that financial reporting and disclosure investigations going forward are likely to continue to include taking a close look at the adequacy of internal accounting controls as well as evaluations and conclusions about both internal control over financial reporting and disclosure controls and procedures. We’re also beginning to see some of our first auditor cases related to audits of internal control over financial reporting. So in addition to reading the JPMorgan order, it may also be a good time to for evaluation of your DC&P and ICFR evaluation processes to be sure they are being maintained and executed well to support the maintenance of controls and the necessary disclosures about effectiveness.
Internal Control Over Financial Reporting — Where are the Material Weaknesses?
Before wrapping up with a couple of SEC rulemakings, let me address internal control over financial reporting more broadly. Consistent with Paul and Dan’s remarks, we are working together throughout OCA as well as with other offices and divisions on ICFR matters. You’ll hear from staff in our Divisions of Corporation Finance and Enforcement tomorrow. Corp Fin will briefly discuss thoughts on the implementation of COSO’s updated framework. I believe COSO’s updated framework provides an opportunity, when implemented, to improve internal control over financial reporting. The PCAOB is also focusing on audits of ICFR as noted by recent inspection findings and a recent audit risk alert.
 As we maintain or increase the intensity of our focus in this area, I’d like to make a couple points. First, I remain convinced that at least some of the PCAOB’s inspection findings related to the audits of internal control over financial reporting are likely indicators of similar problems with management’s evaluations of ICFR, and thus potentially also indicative of risk for unidentified material weaknesses. Some have suggested to me over the years that auditors and the PCAOB have higher expectations than management when considering the adequacy of entity-level controls or the severity of control deficiencies. The SEC’s interpretive guidance for management issued in 2007 describes one way in which management can conduct its required evaluation, and SEC rules provide a safe harbor for the adequacy of evaluations conducted following this guidance. The SEC and PCAOB worked very closely together in 2007 to ensure that the SEC’s guidance for management and Auditing Standard No. 5 are fully aligned, especially on the two topics I just mentioned, and we have not received any consultations that suggest otherwise.
My second point is that I continue to question whether all material weaknesses are being properly identified. It is surprisingly rare to see management identify a material weakness in the absence of a material misstatement. This could be either because the deficiencies are not being identified in the first instance or otherwise because the severity of deficiencies is not being evaluated appropriately. OCA plans to continue our close work with Corp Fin, the PCAOB, and Enforcement to address these matters in 2014. Meanwhile, it may be useful for management to dust off the SEC’s 2007 interpretive guidance and compare management’s ICFR evaluation process to the SEC guidance to see if improvements are in order.
So. Let me ask again: How many of you have implemented COSO: 2013?
And, how comfortable are you that if a fraud was going on around the corner from you, or around the world from you, that you would be able to deter or detect it? Do you receive updates about COSO? If you’d like to receive updates via email about COSO and the other news topics above from the FEI blog, click here.
Ø What are some useful ways to sensitize people against to deter fraud, some practical ways to deter fraud, and how can you learn the key points relating to COSO’s updated internal control framework with an eye toward practical implementation? Register now to take advantage of the early bird special rate, and benefit from combo pricing to attend both half day sessions, the a.m. fraud session and p.m. COSO session, in either NYC, Boston, Minneapolis or Atlanta in March , 2014, at one of FEI’s upcoming Fraud/COSO sessions in March, 2014.
 
HAT TIP, HOT TIP (LEGAL!)
 
Ø Hat tip to Christopher Westfall whose idea of identifying “five things you need to read today” influenced me to try to focus on “five” things of importance. I’d also like to thank Chris for his frequent friendly guidance.   
Ø Hat tip also to Jim Peterson of Re: Balance for referring to me as being a ‘stalwart’ in reporting on current developments; it did take me some time to distill my thinking down to a single word for each regulator for my kick-off post for 2014. Once again, I remind you these are my views only, and please do read the disclaimer on the right side of this blog; additionally we do welcome readers comments: if you had to express what the most significant upcoming development from each of the above five standard-setters/regulators/quasi-regulators will be in 2014, what word would YOU have used?
  • Hot tip (legal!!) for our readers, some of whom are in the know having read the December issue of Financial Executive magazine, celebrating its 80th anniversary this year:  
    • As shared by Chris in his "From the Editor's column," "Financial Executive magazine … will [undergo] a digital transformation and a re-imagining of our highly-valued print publication” this year! Watch for more news of the exciting developments taking place with Financial Executive magazine in print and online!
Posted: 1/13/2014 6:26:14 PM by Edith Orenstein | with 0 comments


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