Professional Standards “All my growth and development led me to believe that if you really do the right thing, and if you play by the rules, and if you’ve got good enough, solid judgment and common sense, that you’re going to be able to do whatever you want to do with your life….” – Barbara Jordan, first African-American woman from the South ever elected to the U.S. House of Representatives Chapter 2 2-1 Authority of Organizations Public Company Accounting Oversight Board Auditing, Attestation, Quality Control, Independence, Ethical Standards for audits of Public Companies American Institute of Certified Public Accountants Auditing, Attestation, Quality Control, Independence Ethical, Accounting and Review Standards for engagements involving Nonpublic Companies State Boards of Accountancy License CPAs and CPA firms to practice in jurisdictions 2-2 Auditing Practice Standards Client Public Companies Private Companies Governmental Entities Foreign Companies U.S. Government Accountability Office (GAO) IFAC International Auditing and Assurance Standards Board (IAASB) Rulemaking body Public Company Accounting Oversight Board (PCAOB) AICPA Auditing Standards Board (ASB) Standards Auditing Standards (SAS) Statements on Government Auditing Auditing Standards (SAS) Standards (The “Yellow Book”) International Standards on Auditing (ISAs) Web site www.pcaobus.org www.aicpa.org www.ifac.org www.gao.gov 2-3 LO# 8, 9 Statements on Auditing Standards (SAS)—Interpretations of GAAS SAS are classified by two numbering categories SAS number applies to the order in which the standards are issued and are thus chronological AU number applies to the topical content in the statement. 2-4 LO# 8, 9 Statements on Auditing Standards (SAS)—Interpretations of GAAS For example, SAS No. 39, “Audit Sampling,” is found under AU 350 because the AU 300s relate to the standards of field work or evidence collection and evaluation. AU Section 100s 200s 300s 400s 500s 600s 700s 800s 900s Topical Content Introduction The General Standards The Standards of Field Work The First, Second, and Third Standards of Reporting The Fourth Standard of Reporting Other Types of Reports Special Topics Compliance Auditing Special Reports of the Committee on Auditing Procedures 2-5 LO# 6, 7 Auditing Standards Auditing standards serve as guidelines for and measures of the quality of the auditor’s performance. PCAOB Auditing Standards Board Public Companies Nonpublic Companies 2-6 Principles Underling GAAS AICPA Purpose of an audit Premise of an audit Personal responsibilities of the auditor Auditor actions in performing the audit Reporting results of an audit 2-7 Purpose of the Audit Provide an opinion on financial statements whether they are in accordance with the applicable Financial Reporting Framework. 2-8 Premise of an Audit Management (and those charged with governance) have responsibility to: Prepare financial statements in accordance with applicable financial reporting framework. Provide auditor with needed information and unrestricted access to those in the entity. 2-9 Personal Responsibilities of the Auditor Appropriate competence and capabilities to perform audit in accordance with standards, including maintaining professional skepticism and exercising professional judgment throughout the audit. 2 - 10 Professional Skepticism A questioning mind and a critical assessment of audit evidence. 2 - 11 Auditor Actions in Performing the Audit Obtain reasonable assurance about whether financial statements are free from error or fraud. The auditor is unable to obtain absolute assurance due to: Nature of financial reporting. Nature of audit procedures. Need to conduct audit within a reasonable period of time. 2 - 12 Reporting on Results of an Audit Express in a written report, an opinion on findings (or a statement that an opinion cannot be expressed). The opinion is on whether the financial statements are in accordance, in all material respects, with the applicable financial reporting framework. 2 - 13 SAS Format (AICPA) Introduction, including scope Objective(s) Definitions of Important Terms Requirements Applications and other explantory material 2 - 14 Terminology in Auditing Standards Responsibility Level Meaning Words Used to Indicate Responsibility “Must” “Is required” “Shall” (PCAOB only) Unconditional Responsibility Auditor must fulfill responsibilities Presumptively Mandatory Auditor must comply with “Should” requirements unless auditor demonstrates and documents that alternative actions were sufficient to achieve the objectives of the standards Responsibility to Consider Auditor should consider; whether the auditor complies with the requirements depends on the exercise of professional judgment in the circumstances “Might” “Could” Other phrases indicating a responsibilities to consider 2 - 15 The House of GAAP Least Authoritative AICPA Accounting Interpretations FASB Implementation Guides (Q&A), FSP FASB Emerging Issues Task Force FASB Technical Bulletins Most Authoritative FASB Statements and Interpretations Widely recognized and prevalent industry practices AICPA AcSEC Practice Bulletins AICPA Industry Audit and Accounting Guides AICPA Statements of Position AICPA APB Opinions Accounting Research Bulletins Relationship Between GAAS and PCAOB Auditing Standards The term Generally Accepted Auditing Standards (GAAS)is no longer used for public company audits The term GAAS continues to be used for audits of private companies. Public company audits refer to PCAOB Auditing Standards. 2 - 17 Generally Accepted Auditing Standards General Standards --- provide guidance in hiring and training of auditors Fieldwork Standards --- help auditors plan and perform the audit Reporting Standards --- help ensure clear communication between auditor and statement users 2 - 18 Engagement Overview and GAAS OBTAIN (OR RETAIN) CLIENT ENGAGEMENT PLANNING INTERNAL CONTROL EVALUATION EVIDENCE GATHERING REPORTING General Standards Standards of Fieldwork Reporting Standards 2 - 19 Generally Accepted Auditing Standards--General Standards Adequate technical training and proficiency Independence in mental attitude is to be maintained Due professional care is to be exercised 2 - 20 Generally Accepted Auditing Standards--Standards of Field Work Adequately plan and properly supervise work Obtain a sufficient understanding of entity, and its environment, including internal control to assess risk of material misstatement and to design further audit procedures Obtain sufficient appropriate audit evidence to afford a reasonable basis for the opinion 2 - 21 Generally Accepted Auditing Standards--Standards of Reporting State whether the financial statements are presented in accordance with GAAP Identify circumstances in which such principles have not been consistently applied Informative disclosures are adequate unless otherwise stated in the report Report should clearly state the degree of responsibility being assumed by the auditors by expressing an opinion or stating that one cannot be expressed, and the reason therefor 2 - 22 Errors and Illegal Acts Errors: unintentional misstatements or omissions of amounts or disclosures in financial statements Direct-effect illegal acts: violations of laws or government regulations by the company or its management or employees that produce direct and material effects on dollar amounts in financial statements. Far Removed Illegal acts: violations of laws and regulations that are far removed from financial statement effects (for example, violations relating to insider securities trading, occupational health and safety, food and drug administration, environmental protection, and equal employment opportunity). 2 - 23 Defining Fraud Four Elements: Material False Statement Knowledge the Statement was False Reliance on the Statement by Victim Damages 2 - 24 Types of Fraud Fraudulent Financial Statements Employee Fraud Vendor Fraud Customer Fraud Investment Scams Bankruptcy Frauds Miscellaneous Frauds The common element is deceit or trickery! 2 - 25 Fraud & Auditor Responsibilities "The detection of material fraud is a reasonable expectation of users of audited financial statements. Society needs and expects assurance that financial information has not been materially misstated because of fraud. Unless an independent audit can provide this assurance, it has little if any value to society” Public Companies Accounting Oversight Board 2 - 26 Auditing Standards on Fraud SAS 99, "Fraud Detection in a Financial Statement Audit" issued in 2002 Requires auditors to search for risk factors related to fraud If these risk factors are present, auditor needs to modify audit to Actively search for fraud Require more substantive audit evidence In some cases, assign forensic (fraud) auditors to the engagement Emphasizes professional skepticism 2 - 27 Considering the Risk of Fraud (SAS 99) Staff discussion Obtain information needed to identify risks Identify and assess risks Respond to risk assessment Evaluate audit evidence Communicate and document Gather information to identify risks. Identify risks. Assess risks taking into account entity’s programs and controls. Respond to results of assessment. 2 - 28 Auditor Responsibility for Client Identifying Noncompliance with Laws Noncompliance with laws that could have a direct and material effect on financial statement amounts and disclosures-same as for errors and fraud. An audit obtains reasonable assurance of detecting noncompliance with these laws. Other Laws (no direct effect on financial statement amounts): Specific procedures: Inquire of management as to compliance Inspect correspondence with licensing or regulatory authorities Be aware of possible occurrence. If information comes to the auditor’s attention, apply audit procedures directed at determining whether noncompliance with a law has occurred. An audit does not provide assurance that noncompliance with these laws will be detected. 2 - 29 Standard Auditors’ Report for Nonpublic Companies Title Addressee Content Sections (paragraphs) Introductory (“We have audited”) Management’s Responsibility Auditor’s Responsibility Opinion Paragraph Signature (Firm Name) City and State of office issuing audit report Date 2 - 30 AICPA Standard Auditors’ Report-Introductory Paragraph We have audited the accompanying consolidated balance sheets of ABC Company and its subsidiaries, as of December 31, 20X1 and 20X0, and the related consolidated statements of income, retained earnings, and cash flows for the years then ended. 2 - 31 AICPA Standard Auditors’ Report—Management’s Responsibility Paragraph Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. 2 - 32 AICPA Standard Auditors’ Report: Auditors’ Responsibility Paragraphs Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 2 - 33 AICPA Standard Auditors’ Report-Opinion Paragraph In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ABC Company and its subsidiaries as of December 31, 20X1 and 20X0, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. 2 - 34 Types of Auditors’ Reports --- Non Public Standard Unqualified Report --- Financial statements follow GAAP and auditor does not add explanatory language for any issue Unqualified with Explanatory Language Example: A lack of consistency in application of accounting principle Qualified Opinion Examples: Scope limitation or departure from GAAP Adverse Opinion Examples: Departure from GAAP so significant that financial statements as a whole are misleading Disclaimer of Opinion Example: Unable to determine an opinion due to a very significant scope limitation 2 - 35 Public Company Audit Report Title: “Report of Registered Independent Public Accounting Firm.” Refers to standards of the PCAOB rather than GAAS. Includes a paragraph that refers to report on internal control. Briefer than the nonpublic company report. 2 - 36 Report Title Report of Independent Registered Public Accounting Firm Report Address To the Board of Directors and Shareholders APOLLO SHOES, INC. Introductory Paragraph We have audited the accompanying balance sheets of APOLLO SHOES, INC. as of December 31, 2010 and 2009, and the related statements of comprehensive income, shareholders’ equity, and cash flows for each of the years in the threeyear period ended December 31, 2010. These financial statements are the responsibility of the APOLLO SHOES, INC.’s management. Our responsibility is to express an opinion on these financial statements based on our audits. Scope Paragraph Opinion Paragraph Internal Control Paragraph (AS 5) Signature We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of APOLLO SHOES, INC. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), APOLLO SHOES INC.’S' internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated January 29, 2011 expressed an unqualified opinion on the effective operation of internal control over financial reporting. Smith & Smith, CPAs January 29, 2011 Report Date 2 - 37 Sarbanes-Oxley Act --- Internal Control Report Combined Report on Financial Statements and Internal Control Over Financial Reporting 1. Introductory Paragraph 2. Scope Paragraph 3. Definition Paragraph 4. Inherent Limitations Paragraph 5. Opinion Paragraph 2 - 38 Other Types of Auditors’ Reports Public Firms Standard Unmodified Report (Unqualified per PCAOB standards) Financial statements follow GAAP and auditor does not add additional commentary for any issue Other Reports Unmodified with emphasis of matter (or other emphasis) A lack of consistency in application of accounting principles Qualified opinion Scope limitation or departure from GAAP Adverse opinion Departure from GAAP so significant that financial statements as a whole are misleading Disclaimer of opinion Unable to arrive at an opinion due to a very significant scope limitation 2 - 39 GAAP FASB issues GAAP for nongovernmental entities Authoritative: FASB Codification and Accounting Standards Updates Nonauthoritative Pronouncements: Widely recognized practices FASB concepts Statements AICPA Issues Papers International Financial Reporting Standards Various others Other sources of GAAP GASB--State and Local Governments FASAB--Federal Government 2 - 40 Attestation Standards Provides guidance on attest engagements other than audits: “An engagement in which a practitioner is engaged to issue or does issue a report on subject matter or an assertion about the subject matter that is the responsibility of another party.” Same basic set of rules as GAAS, except more general. “Attest function” vs. “audit” “Practitioner” vs. “auditor” “Engagement” vs. “audit” 2 - 41 Applicability of SSAEs 2 - 42 Elements of Quality Control Independence, Integrity, and Objectivity Personnel Management Acceptance and Continuation of Clients and Engagements Engagement Performance Monitoring 2 - 43 PCAOB Composed of 5 members – only two may be CPAs Members appointed by SEC and may serve no more than two five-year terms All accounting firms that audit SEC registrants must register with PCAOB Pledge to cooperate with PCAOB inquiries PCAOB can impose monetary damages, suspend firms or make referrals to Justice Department 2 - 44 Public Company Accounting Oversight Board (PCAOB) Monitors accounting firms through inspections Firms auditing > 100 public entities: annual Firms auditing < 100 public entities: every 3 years Inspection reports list deficiencies in audits conducted by registered firms (http://www.pcaob.org/Inspections/Public _Reports/index.aspx 2 - 45 Public Company Accounting Oversight Board (PCAOB) Establishes standards (Auditing Standards) Auditors’ reports (AS 1) Audit documentation (AS 3) Material weaknesses in internal control (AS 4) Audits of internal control over financial reporting (AS 5) Standards must be approved by SEC ASB and AICPA standards prior to April 16, 2003 are Interim Auditing Standards May be modified or amended by Auditing Standards 2 - 46 Peer Reviews Members of AICPA Conducted by CPAs or other CPA firms Two types of peer reviews System review Study of CPA firms’ system of quality control Select sample of firms’ engagements and examine related working paper files Engagement review Sample of CPA work including reports to evaluate appropriateness Less in scope than system review Report: Pass, Pass with Deficiencies, or Fail 2 - 47 PCAOB Inspections Conducted by PCAOB Staff Focus Primarily evaluating performance of sample of individual audit and review engagements; a risk based approach to selection and inspection is used. Selected quality control and management issues only. This differs from a peer review. Report Written report to SEC, part of which is made public 2 - 48 Relationships Quality Control Standards Generally Accepted Auditing Standards Division of CPA Firms Peer Review 2 - 49 International Accounting Standards International Financial Reporting Standards (IFRS) Developed by International Accounting Standards Board (IASB) SEC accepts IFRS for foreign companies that issue securities in US markets 2 - 50 International Audit Report Contains expanded description of management’s responsibility Contains an enhanced explanation of the audit process May state “present fairly, in all material respects” or “give a true and fair view” Report may indicate that the financial statements comply with the provisions of the country’s relevant statutes or laws Must include city of the auditors’ office May be signed using the personal name of the auditor or the audit firm or both 2 - 51 End of Chapter 2 2 - 52