All change in external audit. Managing your audit arrangements in a period of great change and how Independent Audit & Risk Review can help you

Transcription

1 A change in externa audit Managing your audit arrangements in a period of great change and how Independent Audit & Risk Review can hep you

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3 A change pease Companies are bowing to the inevitabe. Over the next few years there are going to be an awfu ot of audit tenders. Most of them wi resut in changes. When is a good time to change auditors? Most CFOs wi say there is never a good time, just a ess bad time. Just hoding a tender is a aborious and timeconsuming process. Actuay changing is even more of a pain. And the road is strewn with independence pitfas. Did you know that in 2013 at east one FTSE 100 company tried to change auditors and then discovered too ate that it coudn t actuay appoint the firm it had picked, whie others found themseves running rather uncompetitive tenders? A because they hadn t reaised how hard it woud be for non-audit service providers to make themseves independent. And if you decide the right time isn t now, you need to think hard about how to expain to sharehoders that they don t have to exert themseves about the audit quaity and independence. The annua effectiveness review has to pay a part.

4 Yes you can must So it s important to choose the right time for your tender, and even more for an eventua change. Unfortunatey there are ots of forces a trying to imit your choice, a in different ways: EU rues, uncertain in timing and extent but ikey to bring new independence restrictions and rotation requirements Competition Commission mandatory tendering requirements competey unnecessary if the EU rues come into force, of course, but there is no historica precedent for reguation being hed back just because it s unnecessary Auditing standards requirement for audit partners to be rotated every five years FRC requirement for compy or expain tendering to coincide with the partner rotation Investment firms joining the proxy agencies in starting to get (over)excited about audit firm tenures Audit firms who can t (or won t) bid because their non-audit services are too entrenched (or too vauabe) Few audit firms with the necessary industry expertise or geographic capabiity Competitors who jump in and change auditors ahead of you so they can get the best engagement partner. A in a, it s a bit of a mess.

5 Regaining contro There are severa ways we can hep you regain contro of your audit arrangements amongst a this noise. 1 Heping you set a timetabe that s right for the business 2 Raising the bar for the incumbent 3 Making the tender process easier and in the process increasing the Audit Committee s credibiity with investors.

6 Managing the timetabe Our contacts with investors suggest that most of them take a pretty pragmatic approach. They have a genera preference for change after extended tenures, but understand that things ike finance transformation projects, major acquisitions and disposas, and imited choice of audit firm can be good reasons for postponing. Athough there are the usua few (but noisy) zeaots who can t hear anything except their own shouting, most investors wi isten to an audit committee s expanation. Their main requirement is that it needs to be a credibe expanation. We can hep make your expanation more credibe by undertaking an independent review of the effectiveness of the externa audit process for the audit committee. In fact, we re about the ony peope with a high eve of professiona experience in this who aren t conficted. Audit partner rotation can be deferred for up to two years at the audit committee s request if it s necessary to protect audit quaity. This is a hard bar for an audit committee to cear. It s a ot easier with our expert advice behind it. (Sorry, if you re SEC-registered you can forget this bit.)

7 Raising the bar For the ast ten years, audit committees shoud have been assessing the effectiveness of externa audit. For most companies, that meant asking the finance director how it had gone this year. As an approach, this worked pretty we when no-one was taking any notice. But in the ast year or two a coupe of things have changed. One is that audit committees have to give much fuer reports of what they ve actuay done just restating the terms of reference is no onger enough. The other is that, having been prodded by the Competition Commission, the big investment houses are showing increasing signs of interest in the audit committee report. It isn t yet up there with the remuneration committee report, but even before advisory votes on audit committee reports come in it s aready moving on rapidy from the days when a an audit committee had to do for a quiet ife was keep the nonaudit fees down. We carry out independent reviews of the effectiveness of the externa audit process for audit committees. We take a quaitative approach that compements the more procedura approach to audit quaity taken by the audit firms and their reguators. The outcome wi be advice to the audit committee on whether it s in sharehoders interests to reappoint the incumbent, advice to the company on how to make itsef a better cient, and advice to the audit firm on how to improve their service quaity. The combination of our expert advisors with our onine service Thinking Board means that we have a cost-effective soution for every size and shape of company, from smaish domestic ones to huge mutinationas. Our cients te us that not ony do they have a better story for the audit committee to te in the annua report, but aso that the reationship with their auditors has been strengthened. And a further benefit of our review is that it wi set a benchmark and hep you carify the requirements for your RFP, when you get to that stage.

8 The tender process The Competition Commission made it very cear that the audit committee has to be responsibe for the seection of audit firm, incuding the seection process. That s a very we in theory, but in rea ife non-executive directors rarey have the capacity to get very invoved in the process. They need to deegate the work, and that creates its own probems. Professiona service procurement is often the Achies hee of procurement departments. Even if yours is one of the rare exceptions, it wi amost certainy have no experience of auditor seection and no knowedge of a the reguatory baggage that comes with it. (Some usuay-competent companies have found themseves put into embarrassing situations by this.) Group finance has knowedge and experience which wi, to a arge extent at east, be reevant. Since group finance functions are aways fat out they won t have much spare capacity for managing the process, but they wi probaby manage somehow to make enough time avaiabe because they have such an interest in the outcome. And therein ies the probem: it s too easy for the cynic to caricature this as the burgar being invited to choose the poiceman. Secretariat and interna audit are the ony other possibiities, assuming they have capacity. But secretariat has itte or no expertise in auditor seection, and even though interna audit might don t take it for granted they have their own axe to grind when it comes to externa audit. We can hep you conduct an effective and efficient tender. We bring two main things to hep address the typica probems: independence and expertise. Both boster the audit committee s confidence in making its decision and in reporting it to sharehoders, whie our chaenge and expert advice heps management with the process. In addition, we are abe to step in and carry some of the oad if interna resources are over-stretched.

9 Tender support in practice We can t predict exacty what sort of hep woud be most usefu to you, but we can guess that it wi incude one or more of these, to a greater or esser extent. Forming a cear definition of your audit tender objectives do you know exacty what you want from your auditors? Better to set it out ceary from the outset than to be vague and then grumbe afterwards Identifying which firms to invite and which business units to incude in the tender Ensuring that a the independence issues and practica constraints have been identified, and the consequences for the timetabe and the ong-ist of candidates propery considered Defining, coecting and managing the tender data Creating an RFP document that wi resut in the sort of proposas that you actuay want to receive, rather than the sort that the audit firms want to send you Managing audit firm questions and requests for meetings with management, ensuring there is enough opportunity to test persona chemistry and cuture fit without management s entire ives being taken over by auditors charm campaigns Objective, professiona evauation of the proposa submissions that heps you to strip away the froth and find out what the rea differentiators are Baanced appraisa of the pros and cons of each of the bidders Panning the transition if you decide to change.

10 Our experience and credentias We reay understand externa audits but we don t do them. So we re in the rare, maybe unique, position of being experts in audit without having an axe to grind or externa audit services to se. We understand how audits are reguated and how they work in practice, having been on the auditor side at senior eves. We know how they re panned, what happens when they re executed and how the audit firms organise themseves. We know what makes audits work we and what stops them being effective incuding a the itte ways in which companies can make themseves unnecessariy difficut cients. And when it comes to tenders, we ve worked with them before and know what to ook out for. We aso see audits from the other side your side. We work with ots of audit committees through our eading position as reviewers of board and committee effectiveness and see how audits are working in other businesses. What s more, we have experience of chairing audit committees ourseves, and of being on the receiving end of audits. So we understand what the audit committee and management need from audit and the practica reaities of the reationships. Our experience of advising on externa audit effectiveness and tenders runs around the word and across a sorts of industries, incuding heaviy reguated ones. And our onine evauation service Thinking Board means that even companies with the argest, most geographicay diverse audits have been abe to benefit from its unrivaed anaysis at a surprisingy modest cost.

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12 Contact For more information pease contact David Young on +44 (0) or at Independent Audit Limited, Hoand House, 4 Bury Street, London EC3A 5AW A service from Independent Audit & Risk Review is a trading name of Independent Audit Limited Independent Audit Limited 2014