Country Canada 1. Organization Insert the name of the Organization, both in the local language and in English Canadian Public Accountability Board. Include the basis for establishment and the mission/responsibilities and authority re auditing Establishment CPAB was established on April 14, 2003 by letters patent under the Canada Corporations Act by the securities commissions, the Canadian Securities Administrators, the Office of the Superintendent of Financial Institutions and the accounting profession as part of a regulatory response to perceived deficiencies in financial reporting by reporting issuers. CPAB’s objects are set out in its letters patent: 1. To contribute to public confidence in the integrity of financial reporting of reporting issuers by promoting high quality, independent auditing including, without limitation, by overseeing the implementation and ongoing effectiveness of a system of practice inspection, and establishing and maintaining the participation requirements, for firms that audit reporting issuers in Canada; 2. To contribute to ongoing discussions among regulators, the industry, the public and other interested parties about, among other things, industry best practice approaches relating to various aspects of auditing reporting issuers; 3. To develop and implement awareness campaigns to educate the general public about the mandate and activities of CPAB; 4. To coordinate with similar oversight entities in other countries, or with a transnational oversight entity, the oversight of Canadian auditing firms that audit public companies operating outside Canada or which are affiliated with auditing firms located outside of Canada; and 5. To do all things in furtherance of the above objects, and as incidental and ancillary thereto, to exercise any of the powers as prescribed by the Canada Corporations Act or any other statutes or laws from time to time applicable. Mission/Responsibilities CPAB’s mission is to contribute to public confidence in the integrity of financial reporting of public companies in Canada by effective regulation and by promoting high quality, independent auditing. The mandates to support the mission are: 1. Participation Requirements - Establish and monitor participation requirements for firms that audit reporting issuers in Canada. 2. Quality Inspections - Oversee the implementation and monitor the ongoing effectiveness of a program of practice inspection of firms that audit reporting issuers in Canada. 3. Discipline - Develop and implement a program of disciplinary action against firms or individuals that CPAB determines did not perform audits in accordance with professional standards. 4. Professional Standards - Monitor and support the continuing development of Canadian and International accounting, auditing and independence standards. 5. Communications - Build CPAB's profile by informing participants in the Canadian and International Capital Markets of CPAB's role, activities, findings and opinions. 6. Education & Awareness - Establish a program of ongoing discussions among regulators, the accounting profession, business and academia. 7. International a) Coordinate with international counterparts or with a transnational oversight entity, the inspection of Canadian auditing firms that audit public companies that are registered in jurisdictions other than Canada. b) Coordinate with international counterparts or with a transnational oversight entity, the inspection of audit firms based outside of Canada that audit all or part of a Canadian reporting issuer. Authority re Auditing The Canadian Securities Administrators enacted National Instrument 52108 (NI 52-108) in 2004, imposing certain requirements on reporting issuers and on auditors that prepare auditors' reports with respect to the financial statements of reporting issuers. NI 52-108 requires financial statements filed by a reporting issuer to be audited by a ‘participating audit firm’ (i.e. an audit firm that has entered into a participation agreement with CPAB and thereby becomes subject to CPAB's oversight). A comparable requirement is imposed on audit firms, requiring them to be participating audit firms if they audit the financial statements of a reporting issuer. 2. Board Composition and Members Describe the current composition of the Board, the requirements for the Board members. Also include whether there is a cooling-off period for former auditors/practitioners. The Board is appointed by the Council of Governors and has overall responsibility for managing and supervising the management of CPAB’s property, activities and affairs. In accordance with CPAB’s By-laws, the Board of Directors consists of 11 directors that have been appointed based on following criteria: At least four directors, but no more than five must be Professional Accountants to ensure the Board has members with accounting expertise (resulting in seven or six Non-Accountant Directors as the case may be). At least two directors must have oversight regulatory experience, including at least one professional accountant and at least one person with audit oversight regulatory experience. There is a cooling-off period for former auditors/practitioners. By-law No. 1 - 1.1(w) defines a ‘Professional Accountant’ (for purposes of appointment to the Board) as an individual with a professional accounting designation; who is not a partner, employee or sole proprietor of a participating audit firm and; in the one year prior to appointment as an Accountant Director was not a partner, employee or sole proprietor of a participating audit firm. With the exception of holding a professional accounting designation, the same requirements are applicable to Non-accountant director per By-law No. 3 – 3.3. Are the majority of the governing body non-practitioners √ Yes 3. Funding arrangements No Describe the main funding arrangements, including the setting and approval of the budget and the fees, if any. CPAB derives all of its revenue from Canadian reporting issuers. CPAB invoices audit firms a fee which the firms in turn bill to their reporting issuer audit clients per agreement with CPAB and with the understanding of the reporting issuer. CPAB’s management annually prepares a strategic plan, budget and proposes an annual participation fee percentage designed to enable CPAB to recover its annual operating costs and provide a reasonable reserve for contingencies. The strategic plan, budget and proposed fee percentage is presented to the Board of Directors for approval. Is the funding free from undue influence by the profession √ Yes 4. Inspection system No Describe whether inspections are performed by the Member body, or, whether or not in part, by any other organization. If so, also describe the arrangements for overseeing these inspections. CPAB performs most of its own inspections. CPAB’s Rules (Section 400) set out the provisions regarding inspections: http://www.cpabccrc.ca/EN/content/CPAB_RULES_Final_Jun_2006_eng.pdf CPAB has entered into memoranda of understanding with the provincial regulators of public accountants who perform inspections of some of the smaller audit firms. CPAB’s Senior Director of Interprovincial Relations reviews the provincial inspection reports and will supplement a provincial inspection if necessary. Describe the requirements and practices regarding the frequency of inspections. CPAB’s Rules 403 and 404 specify the required frequency of inspections of participating audit firms: If 100 or more reporting issuer audit clients – annual inspection. 50 – 99 reporting issuers – inspected at least every two years. Less than 50 reporting issuers – inspected at least every three years. Do you have the responsibility for recurring inspections of audit firms undertaking audits of public interest entities √ Yes No CPAB’s mandate is to inspect, on a recurring basis, participating audit firms that audit reporting issuers. Is this responsibility directly or through oversight of inspection undertaken by professional bodies √ Directly Through oversight 5. Audit and Financial Market Describe the number of audit firms subject to inspections. Include an indication of the number of public interest audits and other audits in the jurisdiction. Please give some indication of the size and market share of each of the largest audit firms. As of January 2012, 295 participating audit firms were registered with CPAB and therefore subject to inspection. CPAB’s mandate is limited to the inspection of firms that audit listed entities in Canada. There are more than 7,000 reporting issuers in Canada, all of which must be audited. Canada’s six National firms audit more than 92% of the market capitalization of reporting issuers in Canada. 6. Main other tasks performed by Member Describe whether the Member also performs other tasks, such as registration, education, standard setting and enforcement in the area of auditing, or other supervisory tasks, such as supervision of financial reporting or securities regulation. Please refer to Question 1 where CPAB’s responsibilities are set out. 7. Other information Include relevant contact information, including postal address, telephone numbers, a link to the website and other relevant information. Canadian Public Accountability Board 150 York Street, Suite 900 P.O. Box 90 Toronto, Ontario Canada M5H 3S5 Tel: 416-913-8260 www.cpab-ccrc.ca Brian A. Hunt, FCPA, FCA Chief Executive Officer brian.hunt@cpab-ccrc.ca Barbara Maynard, CPA, CA Senior Director, International Relations barbara.maynard@cpab-ccrc.ca 8. Major Events and Activities Include the major events and activities that have taken place during the past years Implemented a new strategic plan that sets the organization’s direction for the period 2013-2015. CPAB will undergo a strategic shift over the next 3 years by focusing on priorities that include: 1) thought leadership; 2) enhanced stakeholder engagement; 3) risk management; and 4) focused, effective inspections. The strategic plan is available on CPAB’s website. (Link) Continued to actively participate in IFIAR initiatives, including chairing the Global Public Policy Committee Working Group. Launched a consultation process jointly with the Canadian Institute of Chartered Accountants (CICA) to gain stakeholder input on key issues emerging with respect to enhancing audit quality globally, and the impact on Canada. During 2012, working groups were established and discussion papers were developed to address priority areas including auditor independence, auditor reporting and audit committees. Hosted an Audit Quality Symposium in December 2011 and 2012 which brought together thought leaders and policy makers from around the world to discuss issues related to auditing. Entered into arrangements with a number of foreign audit oversight regulators to facilitate cooperation in the areas of public oversight, inspections and investigations of auditors. Initiated a multi-phase project to review the quality of auditing in foreign jurisdictions. The first phase included the inspection of audit files for 24 Canadian public companies with operations primarily based in China and the issuance of a Special Report summarizing the results in February 2012.