CAQ WEBCAST Communications with Audit Committees: Requirements and Leading Practices October 24, 2012 The views expressed by the presenters do not necessarily represent the views, positions, or opinions of the Center for Audit Quality (CAQ) or the presenters’ respective organizations. These materials, and the oral presentation accompanying them, are for educational purposes only and do not constitute accounting or legal advice or create an accountant-client or attorney-client relationship. Slide 1 Trouble Shooting Tips If you are having difficulty with audio: Ensure that your computer speakers are turned on and that the volume is appropriately set. Check to ensure that audio streaming is enabled on your computer. If the presentation slides stop advancing: Close out of the presentation and re-launch the Webcast. If you are still having technical difficulty: Check with your IT personnel to ensure that this event is not being blocked by a firewall. Call the AICPA Service Center at 888-777-7077. Slide 2 Administrative Notes We welcome your questions on today’s program. Submit your questions at any time by clicking on the “Q & A” tab on the lower right-hand side of your screen. Download the slides by clicking on “Handouts” tab. Continuing Professional Education (CPE): There will be a total of 6 participation pop-up markers during the event (i.e., about 1 every 15 minutes). To obtain CPE, you must click “OK” on 75% of the participation pop-up markers. If you are not receiving CPE for this event, please ignore the pop-up markers. Slide 3 CPE Certificate To obtain your CPE certificate: 1. 2. 3. 4. 5. 6. 7. Log on to CPA2Biz.com. Click on “My Account” at the top of the page and enter your CPA2Biz/AICPA username and password. Click on “My Web Events” tab. Click on “AICPA Learning Center Transcripts and Certificates.” On the AICPA Learning Center, click on “My Transcript.” Locate your completed course and click on “Go.” If you need assistance, please contact the AICPA Service Center at 888-777-7077 or service@aicpa.org. Note: It may take up to 24 hours for your certificate to be placed into your account. Slide 4 Today’s Program Robust, two-way communications between the auditor and audit committee (AC) benefits the AC in overseeing the financial reporting process and external audit, and the auditor in performing the audit. This Webcast is designed to provide both ACs and auditors with: o An overview of required communications under Public Company Accounting Oversight Board (PCAOB) Auditing Standard 16, Communications with Audit Committees, including enhancements from the related interim standards AU 310 and 380. o Insights and perspectives from panelists on leading practices that can be employed by both auditors and ACs to promote robust and candid dialogue on significant audit and financial statement matters as well as other information relevant to the ACs oversight, for example PCAOB inspection information and other quality control matters. This Webcast focuses on the requirements in AS 16; however we encourage viewers to refer to Appendix 3 in the release to AS 16, which describes related amendments to other PCAOB standards, including AU 722, Interim Financial Information. Slide 5 Panelists Jay Hanson Board Member Public Company Accounting Oversight Board Michele Hooper President and CEO, The Directors’ Council Audit Committee Chair, PPG Industries, Inc. Governing Board Member, Center for Audit Quality Joe Ucuzoglu National Managing Partner, Regulatory and Public Policy Deloitte LLP Moderator Cindy Fornelli Executive Director Center for Audit Quality Slide 6 Overview of Recent Developments PCAOB Auditing Standard 16, Communications with Audit Committees (AS 16) and Related Amendments to PCAOB Standards Available at: http://pcaobus.org/Rules/Rulemaking/Docket030/Release_2012-004.pdf PCAOB Release No. 2012-003, Information for Audit Committees About the PCAOB Inspection Process Available at: http://pcaobus.org/Inspections/Documents/Inspection_Information_for_Audit_ Committees.pdf CAQ Practice Aid, Discussions with Audit Committees About Inspection Findings and Quality Control Matters Available at: http://www.thecaq.org/resources/pdfs/AuditCommitteeCommunications.pdf Slide 7 Overview of AS 16 8 Disclaimer for Jay Hanson The views I express are mine and do not necessarily reflect the views of the PCAOB, other Board members, or members of the Board’s staff. 9 Objectives The objectives of the auditor are to: o o o o Communicate to the AC the responsibilities of the auditor in relation to the audit and establish an understanding of the terms of the engagement with the AC; Obtain information from the AC relevant to the audit; Communicate to the AC an overview of the overall audit strategy and timing of the audit; and Provide the AC with timely observations arising from the audit that are significant to the financial reporting process. “Communicate to” as used in AS 16 is intended to encourage effective twoway communication between the auditor and AC throughout the audit. Note: The communication requirements in AS 16 generally link to the results of related audit performance requirements in other PCAOB standards, or the conduct of the audit. AS 16 does not otherwise impose new performance requirements, other than communications. 10 Reference: AS 16, Paragraph 3 Effective Date Pending U.S. Securities and Exchange Commission (SEC) approval, AS 16 is effective for: 11 Issuers: o Audits of fiscal years, and reviews of interim periods within those fiscal years beginning on or after December 15, 2012. Non-Issuers (Brokers and Dealers): o Upon SEC adoption of proposed amendments to Rule 17a-5. o If adoption of SEC amendments to Rule 17a-5 occurs prior to the effective date of AS 16, requirements of AU 380, as amended, will apply to such audits until AS 16 becomes effective. Emerging Growth Companies (EGCs): o Subject to SEC approval in accordance with the Jumpstart Our Business Start-Ups (JOBS) Act. o The PCAOB has requested applicability of AS 16 to the audits of EGCs. Definition of “Audit Committee” 12 AU 380 does not formally define the AC; rather it describes it as "those that have responsibility for oversight of the financial reporting process.” AS 16 incorporates definitions of an AC for: o Issuers: A committee (or equivalent body) established by and among the board of directors of a company for the purpose of overseeing the accounting and financial reporting processes of the company and audits of the financial statements of the company; if no such committee exists with respect to the company, the entire board of directors of the company. o Non-Issuers: If no such committee or board of directors (or equivalent body) exists with respect to the company, the person(s) who oversee the accounting and financial reporting processes of the company and audits of the financial statements of the company. Reference: AS 16, Paragraph 1 Timing of Communications 13 AU 380 states that AC communications are incidental to the audit and are not required to occur before the issuance of the auditor’s report on the entity’s financial statements so long as the communications occur on a timely basis. AS 16 requires communications between the auditor and the AC to occur in a timely manner and prior to the issuance of the auditor's report; or in the case of interim reviews, prior to the registrant filing its periodic report with the SEC. Considerations for the timing of a particular communication include factors such as the significance of the matters to be communicated and corrective or follow-up action needed, unless other timing requirements are specified by PCAOB rules or standards or the securities laws. Reference: AS 16, Paragraph 26 Form and Documentation of Communications 14 AS 16 retains from AU 380 the option for auditors to communicate to ACs either orally or in writing, unless otherwise specified in the standard. The auditor must document the communications in the work papers, regardless of whether the communications took place orally or in writing. Reference: AS 16, Paragraph 25 Appointment and Retention Significant Issues Discussed with Management in Connection with the Auditor’s Appointment or Retention AS 16 retains this requirement from AU 380. Establish an Understanding of the Terms of the Audit 15 AS 16 retains the requirement from AU 310 for the auditor to establish an understanding of the terms of the audit engagement, including the responsibilities of the auditor and management, and the services to be performed. However AS 16 requires this understanding to be established with the “audit committee,” rather than the “client” under AU 310. AS 16 requires the auditor to record the understanding in an engagement letter that is provided to the AC annually; an enhancement from AU 310 that requires the auditor to document the understanding in the work papers, preferably through a written communication with the client. Reference: AS 16, Paragraphs 4-7 Obtaining Information Relevant to the Audit 16 AS 16 requires the auditor to inquire whether the AC is aware of matters relevant to the audit, including, but not limited to, violations or possible violations of laws or regulations. This is intended to complement requirements in Auditing Standard 12 (AS 12), Identifying and Assessing Risks of Material Misstatement, for the auditor to inquire of the AC about risks of material misstatement, including inquiries related to fraud risks. Reference: AS 16, Paragraph 8; AS 12, Paragraph 56.b Overall Audit Strategy, Timing of the Audit, and Significant Risks 17 AS 16 adds new requirements for the auditor to communicate: o An overview of the overall audit strategy, including the timing of the audit, and the significant risks the auditor identified during risk assessment procedures. o Considerations regarding the participation of others in the audit. o Significant changes to the planned audit strategy or significant risks initially identified, including the reasons for such change. Reference: AS 16, Paragraphs 9-11 Considerations Regarding Other Participants in the Audit As part of communicating the overall audit strategy, the auditor should communicate the following regarding other participants in the audit: o The nature and extent of specialized skill or knowledge needed to perform the planned audit procedures or evaluate audit results related to significant risks; o The extent to which the auditor plans to use the work of the company’s internal auditors in the financial statement audit; o The extent to which the auditor plans to use the work of internal auditors, company personnel, and third parties working under the direction of management or the AC when performing an audit of internal control over financial reporting; o The names, locations and planned responsibilities of other independent public accounting firms or other persons, who are not employed by the auditor, that perform audit procedures in current period; and 18 o The basis for the auditor’s determination that the auditor can serve as principal auditor, if significant parts of the audit are to be performed by other auditors. Reference: AS 16, Paragraph 10 Results of the Audit 19 AS 16 incorporates new or enhanced communication requirements around the results of the audit, including: o Significant accounting policies and practices o Critical accounting policies and practices o Critical accounting estimates o Significant unusual transactions o The auditor’s evaluation of the quality of the company’s financial reporting AS 16 also requires the communication of information related to: o Going concern o Uncorrected and corrected misstatements o Other information in documents containing audited financial statements o Difficult or contentious matters for which the auditor consulted o Management consultation with other accountants o Material written communications o Departure from the auditor’s standard report o Disagreements with management o Difficulties encountered performing the audit o Other matters Significant Accounting Policies and Practices AS 16 generally retains the requirement from AU 380 for the auditor to communicate the following: o o 20 Management's initial selection of, or changes in, significant accounting policies or the application of such policies in the current period; and The effect on financial statements or disclosures of significant accounting policies in (i) controversial areas or (ii) areas for which there is a lack of authoritative guidance or consensus; or diversity in practice. Reference: AS 16, Paragraph 12.a Significant Accounting Policies and Practices (cont’d) AS 16 also enhances requirements from AU 380 related to the “quality, not just acceptability” of accounting principles by requiring the auditor to communicate the following qualitative information: o The results of the auditor's evaluation of, and conclusions about, the qualitative aspects of the company's significant accounting policies and practices, including situations in which the auditor identified bias in management's judgments about the amounts and disclosures in the financial statements; and o The results of the auditor’s evaluation of the differences between (i) estimates best supported by the audit evidence and (ii) estimates included in the financial statements, which are individually reasonable, that indicate a possible bias on the part of company management. 21 Reference: AS 16, Paragraph 13.a Critical Accounting Policies and Practices AS 16 incorporates SEC rules that the auditor communicate all critical accounting policies and practices to the AC, including: o o 22 The reasons certain policies and practices are considered critical; and How current and anticipated future events might affect the determination of whether certain policies and practices are considered critical. AS 16 also enhances requirements from AU 380, requiring communication of the auditor’s assessment of management's disclosures related to the critical accounting policies and practices, along with any significant modifications to the disclosure of those policies and practices proposed by the auditor that management did not make. Reference: AS 16, Paragraphs 12.b and 13.b Critical Accounting Estimates AU 380 required the auditor to determine that the AC is informed about the process used by management in formulating "particularly sensitive" accounting estimates. AS 16 requires communication of: o A description of the process management used to develop critical accounting estimates; o Management’s significant assumptions used in critical accounting estimates that have a high degree of subjectivity; o Any significant changes management made to the process used to develop critical accounting estimates or significant assumptions, a description of management’s reasons for the changes, and the effects of the changes on the financial statements. AS 16 also requires communication of the basis for the auditor's conclusions regarding the reasonableness of the critical accounting estimates. 23 Reference: AS 16, Paragraphs 12.c and 13.c Significant Unusual Transactions 24 AS 16 enhances the requirement under AU 380 for the auditor to determine that the AC is informed about the methods used by the company to account for significant unusual transactions. Under AS 16 the auditor is required to communicate: o Significant transactions that are outside the normal course of business for the company or otherwise appear to be unusual due to their timing, size, or nature; and o The policies and practices management uses to account for significant unusual transactions. AS 16 also requires communication of the auditor's understanding of the business rationale for significant unusual transactions. Reference: AS 16, Paragraphs 12.d and 13.d Communications from Management AS 16 recognizes that management may communicate to the AC some or all of the matters required under Paragraph 12 of the standard. Should management communicate these matters, AS 16 does not require the auditor to communicate this information at the same level of detail, providing that the auditor satisfied all of the following: o o o Participated in management's discussion with the AC. Affirmatively confirmed with the AC that management has adequately communicated these matters. With respect to critical accounting policies and practices, identified for the AC those accounting policies and practices that the auditor considers critical. The auditor should communicate any omitted or inadequately described matters to the AC. Note: This applies only to matters required to be communicated under Paragraphs 12(a)-(d), including significant accounting policies and practices; critical accounting policies and practices; critical accounting estimates; and significant unusual transactions. 25 Reference: AS 16, Paragraph 12 Other Matters Impacting the Quality of Financial Reporting Financial Statement Presentation 26 AS 16 requires the auditor to communicate the results of the auditor’s evaluation of whether the presentation of the financial statements and the related disclosures are in conformity with the applicable financial reporting framework, including the auditor’s consideration of the form, arrangement and content of the financial statements (including the accompanying notes), encompassing matters such as terminology used, the amount of detail given, the classification of items, and the bases of amounts set forth. This replaces the requirement in AU 380 for the auditor to discuss the auditor’s views about the clarity and completeness of the audited financial statements. Reference: AS 16, Paragraph 13.e Other Matters Impacting the Quality of Financial Reporting (cont’d) New Accounting Pronouncements AS 16 includes a requirement for the auditor to communicate situations in which, as a result of the auditor’s procedures, the auditor identified a concern regarding management's anticipated application of accounting pronouncements that have been issued, but are not yet effective and might have a significant effect on future financial reporting. Alternative Accounting Treatments AS 16 requires communication of all alternative treatments permissible under the applicable financial reporting framework for policies and practices related to material items that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the auditor, consistent with related SEC rules. 27 Reference: AS 16, Paragraphs 13.f, and 13.g Going Concern AS 16 includes a new requirement for the auditor to communicate the following related to the auditor's evaluation of the company's ability to continue as a going concern: o If the auditor believes there is substantial doubt about the company's ability to continue as a going concern for a reasonable period of time, the conditions and events that the auditor identified that, when considered in the aggregate, indicate that there is substantial doubt. o If the auditor concludes, after consideration of management's plans, that substantial doubt about the company's ability to continue as a going concern is alleviated, the basis for the auditor's conclusion, including elements the auditor identified within management's plans that are significant to overcoming the adverse effects of the conditions and events. o If the auditor concludes, after consideration of management's plans, that substantial doubt about the company's ability to continue as a going concern for a reasonable period of time remains; • The effects on the financial statements and the adequacy of the related disclosure and the effects on the auditor’s report. 28 Reference: AS 16, Paragraph 17 Uncorrected and Corrected Misstatements AS 16 enhances the communication requirements from AU 380 regarding uncorrected and corrected misstatements, by requiring the auditor to provide the AC the schedule of uncorrected misstatements related to accounts and disclosures that was presented to management (accompanying the management representation letter), aligning with SEC rules that the auditor provide to the AC other material written communications with management. AS 16 also requires the auditor to discuss with the AC: o o o 29 The basis for the determination that the uncorrected misstatements were immaterial, including qualitative factors considered. Alternatively, the auditor can determine that management has adequately discussed the basis for this determination with the AC. Uncorrected misstatements or matters underlying those uncorrected misstatements that could potentially cause future-period financial statements to be materially misstated, even if the auditor has concluded that the uncorrected misstatements are immaterial to the financial statements under audit; and Corrected misstatements, other than those that are clearly trivial, that might not have been detected other than through audit procedures; and discuss any implications that such corrected misstatement might have on the financial reporting process. Reference: AS 16, Paragraphs 18 and 19 Other Communication Requirements Other Information in Documents Containing Audited Financial Statements AS 16 retains the requirement from AU 380 for the auditor to communicate the auditor’s responsibility under PCAOB rules and standards for such information, any related procedures performed and the results of such procedures, including any material inconsistencies or misstatements of fact. Difficult or Contentious Matters for which the Auditor Consulted AS 16 includes a new requirement for the auditor to communicate difficult or contentious matters for which the auditor consulted outside the engagement team, and that the auditor reasonably determines are relevant to the AC's oversight of the financial reporting process. Management Consultation with Other Accountants 30 AS 16 narrows communications under AU 380 by requiring the auditor to discuss the auditor’s views on significant auditing and accounting matters for which management consulted with other accountants when the auditor identifies a concern regarding such consultations. Reference: AS 16, Paragraphs 14, 15, and 16 Other Communication Requirements (cont’d) Material Written Communications AS 16 incorporates the auditor communication requirements under SEC rules, for the auditor to communicate to the AC other material written communications between management and the auditor. Departure from the Auditor’s Standard Report AS 16 includes a new requirement for the auditor to communicate to the AC the following related to the auditor’s report: o When the auditor expects to modify the opinion in the auditor's report, the reasons for the modification, and the wording of the report; and o When the auditor expects to include explanatory language or an explanatory paragraph in the auditor's report, the reasons and the wording. 31 Reference: AS 16, Paragraphs 20 and 21 Other Communication Requirements (cont’d) Disagreements with Management AS 16 retains the requirement from AU 380 for the auditor to communicate any disagreements with management about matters, whether or not satisfactorily resolved, that individually or in the aggregate could be significant to the company’s financial statements or auditor’s report. Difficulties Encountered Performing the Audit AS 16 retains the requirement from AU 380 for the auditor to communicate significant difficulties encountered during the audit. Examples of significant difficulties are provided in AS 16, such as significant delays by management, unreasonable management restrictions, an unreasonably brief time to complete the audit, unexpected extensive effort required by the auditor to obtain evidence, or management’s unwillingness to make or extend its assessment of going concern. Other Matters 32 AS 16 includes a new requirement for the auditor to communicate other matters arising from the audit that are significant to the oversight of the company's financial reporting process, such as complaints or concerns regarding accounting or auditing matters that have come to the auditor's attention during the audit and the result of the auditor’s procedures regarding such matters. Reference: AS 16, Paragraphs 22, 23 and 24 Communications with the Audit Committee on Inspection and Quality Control Matters 33 Overview of PCAOB Release On August 1, 2012, the PCAOB issued PCAOB Release No. 2012-003, Information for Audit Committees About the PCAOB Inspection Process (Release). The Release is intended to: o Inform ACs about the PCAOB inspection process and the meaning of inspection findings. o Better equip ACs to engage audit firms in meaningful discussions on this topic. The Release specifically identifies topics ACs may wish to discuss with auditors in order to gain a better understanding of PCAOB inspections of audit firms. PCAOB Release available at: http://pcaobus.org/Inspections/Documents/Inspection_Information_for_Audit_Committees.pdf 34 Nature of PCAOB Inspections PCAOB inspections assess compliance with certain laws, rules and professional standards in connection with firms’ audits of issuers. A PCAOB inspection of an audit firm examines (i) a limited number of audits performed by the firm and (ii) certain elements of the firm’s system of quality control. Inspection findings with respect to these areas are contained in the following parts of the inspection report: o o 35 Part I - Describes audit deficiencies at an engagement level where inspection staff found that the auditor failed to gather sufficient audit evidence to support an audit opinion. This may relate to the opinion that the financial statements are fairly stated or the opinion that the company's internal control is effective. Part I findings are made public and are available on the PCAOB's web site. Part II - Typically describes deficiencies in the firm's overall system of quality control such that the Board has doubts that the system provides reasonable assurance that professional standards are met. The PCAOB is prohibited by law from publicly releasing these Part II findings unless the firm fails to remediate these findings to the Board's satisfaction within twelve months of issuance of the inspection report. Public Portions of PCAOB Inspection Reports and Firm Responses 36 Review of all evidence—deficiency had a specific and significant consequence: o The firm did not satisfy its responsibility to obtain reasonable assurance about whether the financial statements were free from material misstatements. o Insufficient basis for the audit opinion and absent obtaining additional evidence the firm could not have such a basis. Does not necessarily mean that the financial statements are materially misstated: o The firm may do more work to support the position, may result in no change, or may result in finding material misstatement. Frequent firm responses to public portion of report: o Documentation deficiencies and not deficiencies in performance of procedures to obtain audit evidence. o Criticisms are merely differences in professional judgment within a range of acceptable professional judgment. o Firm assertions that it has addressed criticisms in the report in accordance with PCAOB standards AU 390, Consideration of Omitted Procedures After the Report Date. Board Perspective on Frequent Firm Responses and Potential AC Questions 37 Documentation Deficiencies o How were the procedures performed? o Why were they not documented? o How could the procedures have been performed and reviewed without documentation being created? Differences in Professional Judgment o What point of professional judgment does the firm contend is at issue? o How would the firm defend its judgment? o What does the firm understand the staff’s position to be on the rejection of the firm’s position? Assertion that the Firm has Addressed Criticisms (AU 390) o Does the firm believe that its opinion was sufficiently supported at the time of issuance? o Did the firm obtain additional audit evidence through additional procedures? Information ACs Might Seek from Auditors 38 Whether the company’s audit has been selected for review. Whether any information has come to the auditor’s attention that the audit opinion on the company’s financial statements is not sufficiently supported or otherwise reflects negatively on the firm’s performance and what the firm intends to do about it. Whether questions have been raised about the fairness of the financial statements or the adequacy of the disclosures. Whether any independence questions have been raised. Whether any of the matters in the public portion of the reports of other firm engagements involve issues and audit approaches similar to those that arise or could arise in the audit of the company. If similarities exist, whether and how did the firm become comfortable that either they did not occur in the company’s audit or have been remedied. Whether issues described in the Board’s general 4010 reports relate to the firm’s practices and the company’s audit. Whether the firm is aware of PCAOB communication of issuer specific information to the SEC. Quality Control Deficiencies 39 Three Primary Categories o Those that focus on a specific aspect of the firm’s audit work—based on Part I findings or other findings that may indicate a potentially significant defect in the firm’s quality controls even with a sufficiently supported audit opinion. o Those that may relate to matters that affect audit performance across various aspects of a firm’s audits. o Others that may relate to aspects of the firm’s management of its audit practice. Information that ACs Might Seek from Auditors o Changes the firm has been making to policies and procedures to address quality control issues raised by PCAOB. o Whether the firm submitted a written submission to the PCAOB by the 12 month deadline. o Whether a final determination has been made by the PCAOB. o Is there a negative PCAOB determination that has not yet been made public. Overview of CAQ Practice Aid Transparent and candid communication between the auditor and the AC about the firm’s quality control system, including information about the nature and impact of PCAOB inspection results, supports the AC’s role in overseeing the external auditor. Recently, the CAQ issued a Practice Aid, Discussions with Audit Committees About Inspection Findings and Quality Control Matters intended to encourage audit firms to proactively communicate in a timely, forthright, and robust manner, information about relevant quality control matters – including those related to inputs from internal firm reviews, peer reviews, and PCAOB inspections – and improvements they are making to their system of quality control. We believe many firms already engage in such discussions, however this Practice Aid is being issued as part of the CAQ’s commitment to share best practices across its member firms. CAQ Practice Aid available at: http://www.thecaq.org/resources/pdfs/AuditCommitteeCommunications.pdf Slide 40 Communication of Engagement Inspection Matters Communication of deficiencies identified by a PCAOB or internal inspection of an issuer audit engagement The Practice Aid encourages communications that explain the nature of the findings, including the: o Procedures considered to be either omitted or insufficient; o Audit firm’s perspective on the issues identified; and o Nature and extent of any additional audit procedures that were performed to address the deficiency. The AC should also be informed if the issuer’s underlying accounting or management’s assessment on internal control over financial reporting has been called into question. The timing for discussing various aspects of inspection activity with ACs should be considered. Slide 41 Communication of Quality Control Matters Communication of Quality Matters Communication about the firm’s overall system ofControl quality control and related improvements The Practice Aid encourages audit firms to share information with the AC related to the firm’s system of quality control and steps the firm is taking to improve its system of quality control. Through these communications, the AC can obtain useful information about a firm’s commitment to audit quality. While the precise form of these communications should be decided by each firm, the objective is to candidly convey the steps the firm is taking to improve its quality controls based on its quality inputs, including internal firm reviews, peer reviews, and PCAOB inspections. Slide 42 Tailored Communication Plan Communications with an AC should be tailored to the needs of each AC. To inform auditor and AC communications regarding inspections and quality control improvement, consideration should be given to the PCAOB’s Release. Elements for consideration in developing a tailored communication plan include: 1. Whether the issuer’s audit was selected for inspection by the PCAOB and, if so, the status of the progress, as deemed necessary, of that inspection. 2. Information about the firm’s responses to the PCAOB findings with respect to the issuer’s audit. 3. Whether any of the matters described in the public portion of a PCAOB inspection report on the firm, including matters not involving the issuer’s audit, involve issues and audit approaches similar to those that arose in the audit of the issuer’s financial statements. 4. What steps the firm is taking to address issues identified with respect to its system of quality control. 5. Whether issues described by the PCAOB in general reports summarizing inspection results across groups of firms (i.e., 4010 reports) relate to the audit of the issuer’s financial statements and internal controls over financial reporting, and how the firm is addressing those issues. Slide 43 Related Resources PCAOB Auditing Standard 16, Communications with Audit Committees (AS 16) and Related Amendments to PCAOB Standards Available at: http://pcaobus.org/Rules/Rulemaking/Docket030/Release_2012-004.pdf PCAOB Release No. 2012-003, Information for Audit Committees About the PCAOB Inspection Process Available at: http://pcaobus.org/Inspections/Documents/Inspection_Information_for_Audit_ Committees.pdf CAQ Practice Aid, Discussions with Audit Committees About Inspection Findings and Quality Control Matters Available at: http://www.thecaq.org/resources/pdfs/AuditCommitteeCommunications.pdf Slide 44 Appendix A - Overview of AS 16 Required Communications AS 16 Required Communications New, Enhanced, or Retained* Significant Issues Discussed with Management in Connection with the Auditor’s Appointment or Retention (Paragraph 4) Retained Establish an Understanding of the Terms of the Audit (Paragraphs 5-7) Enhanced Obtaining Information Relevant to the Audit (Paragraph 8) Enhanced Overview of the Audit Strategy, Timing of the Audit, and Significant Risks (Paragraphs 9-11) Results of the Audit (Paragraph12): • • • • New Enhanced Significant Accounting Policies and Practices Critical Accounting Policies and Practices** Critical Accounting Estimates Significant Unusual Transactions Auditor’s Evaluation of the Quality of the Company’s Financial Reporting** (Paragraph 13) Enhanced *This column indicates whether a required communication under AS 16 is new, enhanced, or retained from the interim PCAOB standards. New communication requirements are generally linked to performance requirements in other PCAOB standards. Many auditors may already communicate with ACs about the matters that are the subject to new or enhanced requirements. **Incorporates certain auditor communication requirements in Exchange Act Section 10A(k) and SEC Rule 2-07 of Regulation S-X. Slide 45 Appendix A - Overview of AS 16 Required Communications (Cont’d) AS 16 Required Communications Other Information in Documents Containing Audited Financial Statements (Paragraph 14) New, Enhanced, or Retained* Retained Difficult or Contentious Matters for Which the Auditor Consulted (Paragraph 15) New Management Consultation with Other Accountants (Paragraph 16) Enhanced Going Concern (Paragraph 17) New Uncorrected and Corrected Misstatements** (Paragraphs 18-19) Enhanced Material Written Communications** (Paragraph 20) Enhanced Departure from the Auditor’s Standard Report (Paragraph 21) New Disagreements with Management (Paragraph 22) Retained Difficulties Encountered Performing the Audit (Paragraph 23) Retained Other Matters (Paragraph 24) New *This column indicates whether a required communication under AS 16 is new, enhanced, or retained from the interim PCAOB standards. New communication requirements are generally linked to performance requirements in other PCAOB standards. Many auditors may already communicate with ACs about the matters that are the subject to new or enhanced requirements. **Incorporates certain auditor communication requirements in Exchange Act Section 10A(k) and SEC Rule 2-07 of Regulation S-X. Slide 46 We Value Your Feedback Please take our brief Webcast survey: http://s.zoomerang.com/Survey/WEB22GQQEJ5EZT/ Visit the CAQ at www.thecaq.org Slide 47