briefing n FTSE 250 auditors survey ‘‘ It will definitely get busier, with peaks in 2020 and 2023 driven by the transition rules, and then we might get to a “business as usual” base level Gilly Lord, regulation and public policy partner, PwC may 2015 accountancy ‘‘ Given that the detail of how this legislation will be adopted in the UK is not yet determined in full, we have decided to defer the tender until such time as this is clear Ian McHoul, audit committee chairman, Britvic ‘‘ It is a teenage market that is growing up awkwardly, but is thirsty for knowledge. We are developing a lot of relationships with a lot of people we have not spoken to before James Roberts, audit and public policy partner, BDO 14 Big Four domination across the FTSE 250 continues as audit income rises and audit tenders increase, reports Philip Smith S slow off enior auditors are bracing themselves for an exceptionally busy year pitching for new business while trying to retain existing audit clients. The FTSE 100 market is already in the throes of its biggestever shake-up in audit work and the constituent members of the FTSE 250 are wasting no time in reviewing their current audit arrangements. According to Accountancy’s latest survey of auditors in the FTSE 250, the total FTSE 250 audit market was valued at £170m in total audit fees in 2014, up 4% from £163m in last year’s survey based on the most recent annual reports of all the FTSE 250 constituent members (as of 23 March 2015). The top 20 FTSE 250 companies spent £59.7m on audit, up from £56.5m on the previous year based on the changing constituent members year on year. This is equivalent to 34% of total audit expenditure spent across the total 250. While total audit fees are up year on year, there are little signs that potential caps on nonaudit fees are affecting companies as yet. In 2014, total non-audit fees were £102m, up from £92m in the previous year. The issue of a cap on non-audit fees could force changes as well. If a cap of 70% were to be introduced today, some 74 (30%) of the FTSE 250 could potentially be caught out. However, some of these non-audit fees include one-off situations such as an IPO (there were 11 new entrants into the FTSE 250 via this route during the year under review). For instance, Pets at Home, which joined the index after its IPO in March 2014, recorded £1.8m in non-audit fees, compared with an audit fee of £157,000. www.accountancylive.com Despite efforts to increase competition and reform the audit market, the Big Four audit firms – PwC, Deloitte, KPMG and EY – still dominate with only 10 mid-tier firm audit contracts currently in place across the FTSE 250. Stripping out the audit revenue earned by the Big Four, the mid-tier duo of Grant Thornton and BDO accounted for £2.3m in annual audit fee income, a mere 1.3% of the total market, down from £2.73m (1.6%) on the previous year. But the market is not standing still. Some 24 listed companies have announced a switch in auditor for either their 2014 or 2015 year ends. A further eight companies have put their audit out to tender but ultimately they decided to retain the services of their existing auditor. That is nearly 13% of the market and is a figure that is set to increase in the coming year as more companies indicate when they will be testing the audit market. This unprecedented activity, of course, all stems from the EU’s push to open up the market for audit services at the highest corporate levels, supported by the UK’s Competition and Markets Authority’s (CMA) earlier investigation. However, there are still legislative issues that need to be settled, such as transition measures and the so-called ‘whitelist/blacklist’ of non-audit services that can be provided by a company’s auditor. Following a consultation period, further details from the Financial Reporting Council (FRC) and Department for Business, Innovation and Skills (BIS) are expected in the autumn. This has allowed many audit committees in the FTSE 250 to sit on their hands. briefing accountancy may 2015 ‘‘ This is a market that is becoming more conventional as a professional service bidding process and it is going to continue to put downward pressure on fees Guy Strafford, chief client officer, Proxima FTSE 250 auditors survey n ‘‘ We don’t think the FTSE 250 companies are responding in the same way as the FTSE 100 at the moment. The 100 are more aware of the legislation that is coming and are just getting on with it Hywel Ball, head of audit, EY ‘‘ What they don’t want to find is that they have to go through an audit tender process when they’ve just fired their CFO or are putting in a new IT system Tony Cates, head of audit, KPMG 15 the mark Wait-and-see approach Even some companies that had previously planned to put their audit out to tender are now adopting a wait-and-see policy. For instance, last year drinks company Britvic said its audit would go out to tender this year. But as Ian McHoul, Britvic’s audit committee chairman, says: ‘Given that the detail of how this legislation will be adopted in the UK is not yet determined in full, we have decided to defer the tender until such time as this is clear, to ensure that we are in the best place to fully comply with the new requirements.’ However, once these issues have been ironed out, then all companies in the FTSE 250, as well as their peers in the FTSE 100, will be forced to review their audit contracts if they have been in place for more than the ten-year limit imposed by the CMA and EU regulations. There are a few minor exceptions to this rule such as in the event of a major merger and acquisition or IT overhaul, but otherwise there will be no room for manoeuvre. This is why audit firms are expecting the number of audit tenders to continue to rise over the coming years. Hywel Ball, EY’s head of audit, says: ‘We don’t think the FTSE 250 companies are responding in the same way as the FTSE 100 at the moment. The 100 are more aware of the legislation that is coming, and are just getting on with it. Those FTSE 250 companies that say they will be tendering in the coming years are probably lining themselves up for the next partner rotation. ‘But we will probably have the new legislation 16 in the autumn, enacted next year, so I’m auditor who is switching? In the last year, 24 companies have either changed or confirmed plans to change their audit firms: Company New auditor Old auditor Bankers Investment Trust Berkeley Group Centamin Computacenter Crest Nicholson Derwent London Dignity Dunelm Electrocomponents Euromoney Grainger Henderson Group Interserve IP Group Kier Ladbrokes LondonMetric Property Man Group Pennon Group Rotork Spirax-Sarco Engineering Telecom Plus WH Smith Worldwide Healthcare Trust GT KPMG PwC KPMG PwC PwC Deloitte EY KPMG BDO PwC KPMG KPMG Deloitte PwC EY Deloitte BDO KPMG EY BDO PwC PwC KPMG KPMG BDO Deloitte EY www.accountancylive.com PwC PwC EY PwC PwC PwC KPMG PwC GT KPMG PwC PwC Deloitte Deloitte EY Deloitte Deloitte KPMG PwC PwC Year of change 2014 2014 2014 2014 2015 2015 2014 2014 2015 2015 2015 2014 2014 2014 2015 2014 2014 2014 2015 2014 2014 2015 2015 2015 briefing n FTSE 250 auditors survey market share top 20 audits audit clients per firm 2012/13/14 80 71 71 70 74 67 60 may 2015 accountancy 56 59 57 63 66 50 45 43 42 Big four fee income 2012/13/14 (£m) KEY 35 £m BDO Deloitte EY Grant Thornton KPMG PwC 30 35 40 25 20 15 10 5 0 2012 30 30 2014 2012 2013 2014 Audit fee Total 25 £m 20 20 15 10 9 7 10 5 10 2 3 0 5 0 2012 Note: figures relate to year of survey, reflecting different FTSE 250 constituents 16 2013 Audit fee Total 2013 2014 2012 Audit fee Total 2013 2014 Audit fee Total performance Annual audit fee income 2012/13/14 (£m) 48.4 2012 2013 43.6 2014 45.1 36.9 36.1 42.4 29.9 41.8 45.3 2.33 0.99 32.6 42.9 34.3 2.68 0.05 2.22 0.07 £m 0 10 20 30 40 50 60 70 80 90 100 110 fee who is tendering? The following companies plan to re-tender their audit: 2015 QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ Balfour Beatty BlackRock World Mining Trust BRIT Brown (N.) Group (formal review) Cable & Wireless Communications Cobham Direct Line Insurance Group Domino Printing Sciences Genus Go-Ahead Group HICL Infrastructure Hiscox Laird Lonmin Northgate Paragon Group of Companies RPC Group Virgin Money 2016 QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ QQ Aveva Group Electra Private Equity (by Sep) Elementis (by 2016) Greene King (no later than 2016) Hays Home Retail Group Marstons (2016/17, PwC not invited) Merlin Entertainments Perpetual Income&Growth Investment Trust (before 2016) Shaftesbury Spectris (no later than 2016) Stagecoach Group (review 2016) Temple Bar Investment Trust Ultra Electronics Holdings Unite Group Vesuvius www.accountancylive.com 120 130 140 150 160 170 180 expecting the FTSE 250 to really pick up as we go through to 2016 and 2017, as they will be hit by both the non-audit legislation and audit rotation legislation.’ Audit tenders So far this financial year, at least 18 companies have already declared they will be putting their audit out to tender during 2015, and a further 16 have pencilled in 2016 as the year they will go to tender. ‘At the end of 2014, we felt that it had been an incredibly busy year,’ says Gilly Lord, PwC’s regulation and public policy partner, ‘but looking forward to 2015, 2016 and 2017, it will definitely get busier, with peaks in 2020 and 2023 driven by the transition rules, and then we might get to a “business as usual” base level.’ But there will still be companies that want to go out to tender earlier rather than later for a variety of reasons, as there could be sound business reasons not to delay. ‘We have seen people going out to tender earlier than they need to, just to get it out of the way,’ observes Tony Cates, KPMG’s head of audit, ‘so I would say that the next 18 months will be pretty busy, and then after that we might see the market spacing out a bit more. ‘Companies are realising that they have briefing accountancy may 2015 audits FTSE 250 auditors survey n fee trends companies ranked by audit value (£000s) top 20 v rest 2013/14 (£m) 2013 Audit fees 2013 (£000) Total fees 2013 (£000) Auditor Audit fees 2014 (£000) Total fees 2014 (£000) 7,366 8,386 8,264 10,235 4,605 5,263 4,605 5,263 4,500 6,900 5,100 7,900 4,000 5,000 3,000 7,000 3,600 4,300 3,600 4,500 3,300 3,500 3,000 3,500 3,200 7,600 3,600 7,600 2,800 5,300 3,200 6,100 2,700 4,100 2,800 5,900 2,500 3,300 2,500 3,600 2,368 3,553 2,829 4,145 2,266 3,951 2,185 2,733 2,200 5,400 2,100 3,800 2,108 2,586 1,968 2,411 2,100 3,100 2,000 3,300 2,100 2,400 2,100 2,400 2,100 2,000 2,900 2,100 1,900 1,900 2,800 2,200 19 (-) 20 (17) EY Evraz EY Balfour Beatty Deloitte Thomas Cook Grp PwC ICAP PwC IMI EY Phoenix Group EY Holdings Melrose Industries Deloitte Rexam PwC Rentokil Initial KPMG Cable & Wireless KPMG Communications Catlin Group Ltd PwC Cobham PwC Jardine Lloyd PwC Thompson Group Inchcape PwC Morgan Advanced KPMG Materials Serco Group Deloitte Tate & Lyle PwC Petrofac EY Deloitte Tullet Prebon Figures relate to this year’s survey. Ranks relate to 2015 and 2014 surveys Rank 2014 (2013) 1 (1) 2 (3) 3 (2) 4 (7) 5 (4) 6 (-) 7 (5) 8 (-) 9 (-) 10 (9) 11 (8) 12 (14) 13 (11) 14 (10) 15 (16) 16 (12) 17 (20) 18 (18) Company Investec 56.5 Audit fees Role of ACs Audit committees (ACs) are also flexing their muscles in a bid to demonstrate they are good corporate citizens and this is also affecting when companies call for audit proposals. Ball says: ‘We are seeing non-executives pushing for a tender when the CFO would rather wait to the end of the [audit partner] tenure. So there is a tension there, as the Share of FTSE 250 companies who have retendered their audit for 2014 or 2015 year ends Audit fees 110.2 83.7 Total fees 85.9 Total fees 184.8 KEY Top 20 199.4 Rest of FTSE 250 performance 17 Big Four v mid tier 2013/14 (£m) 2014 2013 167.6 160.5 Audit fees 2,632 1,316 1,974 1,908 2,677 1,974 2,324 59,695 85,948 59,941 89,685 16% 59.7 106.7 1,974 got to do this at some point and can see a change in [audit] partner coming, so are saying they might as well tender now, particularly if business is going well. ‘What they don’t want to find is that they have to go through an audit tender process when they’ve just fired their CFO or are putting in a new IT system.’ Some companies aren’t even letting the minor issue of a flotation get in the way of reviewing their auditor. For instance, Virgin Money, which launched its IPO last year, has said that it will tender the audit in 2015, even though a new audit partner has just been rotated on to the account. This is because KPMG, which has been in place since 2004, took over the audit of the enlarged group following its acquisition of Northern Rock in 2012 without a formal tender. PwC had previously been auditor of Northern Rock. 2014 Audit fees 2.7 KEY 2.3 Big Four Other auditors audit committee wants to demonstrate good governance, while the CFO wants to minimise disruption to the business.’ But whether pushed or pulled, companies and their auditors are now trying to look for the positive aspects of the upsurge in activity. ‘Initially everyone was saying that it was a regulatory burden, but I believe clients have now changed and have found the process has given a freshness to the audit,’ says Cates. ‘You get a fresh pair of eyes when the audit partner rotates, but when the entire firm changes you get someone looking at the audit completely from scratch. They are asking different people different questions.’ Mid-tier perspective Even the mid-tier firms of Grant Thornton and BDO can see the positives, despite having only won two audits during the period under review (Interserve and Bankers Investment Trust, both GT wins) and actually losing three (BDO’s Derwent London, IP Group and Telecom Plus). ‘Lots of people are having conversations leading up to tenders, even though we will not pursue every opportunity,’ says Paul Etherington, quality and professional affairs partner at Grant Thornton. ‘We are even having conversations about www.accountancylive.com 18 briefing n FTSE 250 auditors survey may 2015 accountancy longevity audit tenure (YEARS) 20 No of new auditors 20 22 36 15 32 20 No of years 30 No of companies 45 10 1-3 16-20 4-6 21-30 7-9 > 30 5 0 18 8 7 4 2 5 4 13 12 10 10 10-15 65 2 14 11 9 8 8 5 2 07 49 58 59 63 64 65 68 70 72 75 76 78 79 80 83 84 85 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 19 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 Change of auditor (year) shared audits, where one firm might take on some subsidiaries or a division while another firm works at a group level. It allows a group to get to know another firm, and get a sense of the quality and people.’ There are also signs that some companies want to put external and internal audit out to tender, alongside tax work, at the same time. This is as a result of making sure the external auditor in particular is clean and uncompromised by any potentially blacklisted services. James Roberts, audit and public policy partner at BDO, adds: ‘It is a teenage market that is growing up awkwardly, but is thirsty for knowledge. We are developing a lot of relationships with a lot of people we have not spoken to before. And we can also say to some that if we are unlikely to win the audit, we can do other things for you. ‘If we get to 5% or 10% of the market in five years, that would be fantastic.’ no change The following companies put their audit out to tender but retained the incumbent firm: Edinburgh Investment Trust KPMG Galliford Try PwC Greggs KPMG Keller KPMG Murray International Trust EY Rightmove KPMG Smith (DS) Deloitte Tullett Prebon Deloitte Fee levels But what effect is tendering activity having on fee levels? The audit market is valued at more than £170m, up by £2m on current constituents’ previous year’s audit fees. When non-audit services are taken into account, the market is worth £285m, up 4% year on year. But this overall increase masks diverging trends. There are conflicting pressures on both auditors and audit committees. Both want to ensure a high level of quality but they are operating in a commercial environment. Proxima, a procurement consultancy involved in a number of audit tenders, says audit fees are currently dropping an average of 10% following a tender process. Dunelm, the homeware retailer, saw its audit fee fall 9% when it switched from KPMG to PwC, while listed hedge fund Man Group cut its audit fee by 26% when Deloitte took over from PwC. ‘This is a market that is becoming more www.accountancylive.com conventional as a professional service bidding process,’ says Proxima’s chief client officer Guy Strafford, ‘and it is going to continue to put downward pressure on fees. It is the only service where the price of the incumbent is known to all the other bidders. ‘So a simple strategy would be to bid a bit less than the incumbent but also propose something that is radically different. It would be a bold strategy to come in at twice the cost.’ However, audit committees are aware of the need to ensure audit quality is maintained, particularly in light of comments made by the FRC, which highlighted concerns over audit fees in its 2014 Audit Quality Review annual report. ‘Now that responsibility has really shifted to the audit committee, you can see them thinking that they want to get the best audit they can get because, if it goes wrong in the future, that will be their personal reputation on the line,’ says Lord. ‘Audit committee chairs are playing very close attention to the FRC’s inspection results. But, of course, people care about fees – they are commercial businesses, but the importance of the fee decision has gone a few notches down.’ The tender process is becoming shorter and companies are looking to complete within two to three months. At the same time, the bidding process is being carried out well in advance of the date a new auditor would take over. ‘This gives everyone plenty of time to get to know each other,’ Lord says. It also allows the company time to change other professional service suppliers. ‘With changes in the nonaudit services that your auditor can provide, it is likely that if you change your auditor, you are going to have to change who your non-audit suppliers are as well. This has to be planned quite carefully,’ Lord says. So although the seismic shift in FTSE 250 auditors is set to continue, companies will have to change their mind sets. The Big Four party could well end up with a bad hangover.