The scope of services provisions do not extend to services provided to non-audit clients. The final rules provide accounting firms with a limited exception from being deemed not independent for certain inadvertent independence impairments if they have quality controls and satisfy other conditions.
The amendments modernize the Commission's rules for determining whether an auditor is independent in light of investments by auditors or their family members in audit clients, employment relationships between auditors or their family members and audit clients, and the scope of services provided by audit firms to their audit clients.
The amendments, among other things, significantly reduce the number of audit firm employees and their family members whose investments in audit clients are attributed to the auditor for purposes of determining the auditor's independence. The amendments shrink the circle of family and former firm personnel whose employment impairs an auditor's independence.
They also identify certain non-audit services that, if provided by an auditor to public company audit clients, impair the auditor's independence. The scope of services provisions do not extend to services provided to non-audit clients. The final rules provide accounting firms with a limited exception from being deemed not independent for certain inadvertent independence impairments if they have quality controls and satisfy other conditions.
Finally, the amendments require most public companies to disclose in their annual proxy statements certain information related to, among other things, the non-audit services provided by their auditor during the most recent fiscal year.
Registrants must comply with the new proxy and information statement disclosure requirements for all proxy and information statements filed with the Commission after the effective date.
Executive Summary We are adopting amendments to our current rules regarding auditor independence.
If investors do not believe that an auditor is independent of a company, they will derive little confidence from the auditor's opinion and will be far less likely to invest in that public company's securities.
To do so, and to promote investor confidence, we must ensure that our auditor independence requirements remain relevant, effective, and fair in light of significant changes in the profession, structural reorganizations of accounting firms, and demographic changes in society.
Nearly half of all American households are invested in the stock market. These and other market changes highlight the importance to the market and to investor confidence of financial information that has been audited by an auditor whose only master is the investing public.
Accounting firms have woven an increasingly complex web of business and financial relationships with their audit clients. The nature of the non-audit services that accounting firms provide to their audit clients has changed, and the revenues from these services have dramatically increased.
In addition, there is more mobility of employees and an increase in dual-career families. We proposed changes to our auditor independence requirements in response to these developments. As more fully discussed below, we are adopting rules, modified in response to almost 3, comment letters we received on our proposal, written and oral testimony from four days of public hearings about 35 hours of testimony from almost witnessesacademic studies, surveys and other professional literature.
Independence generally is understood to refer to a mental state of objectivity and lack of bias. The first prong of the standard is direct evidence of the auditor's mental state: The proposed amendments to Rule included in the rule four principles for determining whether an accountant is independent of its audit client.
While some commenters supported our inclusion of the four principles in the rule, 15 others expressed concerns about the generality of these principles and raised questions concerning their application to particular circumstances.
The amendments identify certain relationships that render an accountant not independent of an audit client under the standard in Rule b. The relationships addressed include, among others, financial, employment, and business relationships between auditors and audit clients, and relationships between auditors and audit clients where the auditors provide certain non-audit services to their audit clients.
Financial and Employment Relationships. Current requirements attribute to an auditor ownership of shares held by every partner in the auditor's firm, certain managerial employees, and their families. We believe that independence will be protected and the rules will be more workable by focusing on those persons who can influence the audit, instead of all partners in an accounting firm.
Accordingly, we proposed to narrow significantly the application of these rules. Commenters generally supported our efforts to modernize the current rules because they restrict investment and employment opportunities available to firm personnel and their families in ways that may no longer be relevant or necessary for safeguarding auditor independence and investor confidence.
The rule also shrinks the circle of family members of auditors and former firm personnel whose employment with an audit client impairs the auditor's independence.
As we discuss below, 19 there has been growing concern on the part of the Commission and users of financial statements about the effects on independence when auditors provide both audit and non-audit services to their audit clients.
Dramatic changes in the accounting profession and the types of services that auditors are providing to their audit clients, as well as increases in the absolute and relative size of the fees charged for non-audit services, have exacerbated these concerns.
As the Panel on Audit Effectiveness the "O'Malley Panel" recently recognized, "The potential effect of non-audit services on auditor objectivity has long been an area of concern.
That concern has been compounded in recent years by significant increases in the amounts of non-audit services provided by audit firms. Our proposed amendments identified certain non-audit services that, when rendered to an audit client, impair auditor independence.
The proposed restrictions on non-audit services generated more comments than any other aspect of the proposals. Some commenters agreed with our proposals. In response to public comments, 24 in several instances we have conformed the restrictions to the formulations set forth in the professional literature or otherwise modified the final rule to better describe, and in some cases narrow, the types of services restricted.
For example, the final rule does not ban all valuation and appraisal services; its restrictions apply only where it is reasonably likely that the results of any valuation or appraisal, individually or in the aggregate, would be material to the financial statements, or where the results will be audited by the accountant.
The rule also provides several exceptions from the restrictions, such as when the valuation is performed in the context of certain tax services, or the valuation is for non-financial purposes and the results of the valuation do not affect the financial statements. These changes are consistent with our approach to adopt only those regulations that we believe are necessary to preserve investor confidence in the independence of auditors and the financial statements they audit.
We recognize that not all non-audit services pose the same risk to independence. Accordingly, under the final rule, accountants will continue to be able to provide a wide variety of non-audit services to their audit clients.
In addition, they of course will be able to provide any non-audit service to non-audit clients.
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The quality controls of accounting firms play a significant role in helping to detect and prevent auditor independence problems.Final Rule: Revision of the Commission's Auditor Independence Requirements SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts and [Release Nos.
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