AICPA/IESBA Convergence - IFAC

AICPA/IESBA Convergence - IFAC

AICPA/IESBA Convergence Lisa Snyder, CPA, CGMA Director, AICPA Professional Ethics IESBA Meeting London January 12-14, 2015 Page 1 | Proprietary and Copyrighted Information AICPA/IESBA Convergence U.S. Regulators/Standard-Setters American Institute of CPAs (AICPA) State boards of accountancy 55 states/jurisdictions Oversee CPA license Public Company Accounting Oversight Board (PCAOB) Securities and Exchange Commission (SEC) Government Accountability Office (GAO) Incorporated CF for Independence (2011)

Banking Regulators (FDIC) Department of Labor (DOL) Page 2 | Proprietary and Copyrighted Information AICPA/IESBA Convergence AICPA AICPA Voluntary membership organization 400,000 members Includes members in business, public practice, government, education AICPA bylaws require members comply with AICPA Code of Professional Conduct Failure to comply may result in disciplinary action Page 3 | Proprietary and Copyrighted Information AICPA/IESBA Convergence

AICPA PEEC AICPA Professional Ethics Executive Committee (PEEC) Establishes independence & ethics standards for CPA profession AICPA Code of Professional Conduct Non-listed entities only Revisions to AICPA Code require full due process Rule changes require vote by membership Interpretations of rules require exposure to membership All standard-setting discussions held in open meetings Page 4 | Proprietary and Copyrighted Information AICPA/IESBA Convergence AICPA PEEC PEEC Composition (20 members) 12 members public practice (Big 4, Large, SMP)

3 public members (non-CPAs/non-AICPA members) 4 members from state boards of accountancy 1 member in business PEEC Task Forces Convergence task forces to consider new/revised IESBA standards Page 5 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Convergence Efforts Recognition of IESBA Code for Audits of Group F/S and Network Firms Incorporation of Conceptual Frameworks Network Firms

Ethical Conflict (Resolution) Conflicts of Interest Definition of Those Charged With Governance Confidential Info Obtained From Employment Activities Management Responsibilities

Breaches of Independence Page 6 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Convergence Challenges Members must comply with AICPA Code and state board rules AICPA and NASBA initiative to promote revised AICPA Code 17 states adopt extant Code / 23 states have own rules / 15 states adopt portion State rules changes often require legislative action Convergence with U.S. standard-setters/regulators SEC/PCAOB set rules for listed entities AICPA has no authority to set standards for listed entities/PIEs Code revisions require due process/membership support

Compliance with U.S. laws (e.g., federal anti-trust laws) U.S. litigious environment Page 7 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Revised AICPA Code (Codification Project) Revised/Codified AICPA Code effective Dec. 15, 2014 Similar drafting conventions as IESBA used Use should/must instead of shall Incorporates Conceptual Framework (CF) approach Significant move towards convergence with IESBA Each topic identifies relevant threats and safeguards Two new CFs for members in public practice and business CFs only used when no guidance in Code exists or guidance refers member to CF to evaluate threats Page 8 | Proprietary and Copyrighted Information AICPA/IESBA Convergence

Revised AICPA Code (Codification Project) Revised Code Structure Preface Principles Defined terms, Application of Code New/revised, pending and deleted standards for past year Part 1: Members in public practice (includes independence) Part 2: Members in business Part 3: All Other Members Page 9 | Proprietary and Copyrighted Information AICPA/IESBA Convergence

AICPA Code vs. IESBA Code AICPA Code substantially equivalent to IESBA Code Would lead to the same result Requires compliance with rules vs. principles Most independence requirements apply to all audit/assurance clients No separate section (Section 291) for other assurance engagements Do not address listed entities/PIEs Some AICPA rules more restrictive Contains additional topics / more detailed guidance on certain topics Excludes certain topics or topic only identified as threat in AICPA CF Page 10 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Recognition of IESBA Code Audit of Group Financial Statements

A member of group engagement team will not be in violation of a particular rule if foreign component auditor (FCA) departed from AICPA Code provided FCAs conduct, at a minimum, complies with IESBA Code Members of U.S. group engagement team must comply with AICPA Code Network Firms Independence of firm will not be impaired if another network firm located outside U.S. departed from AICPA Code provided other firms conduct, at a minimum, complies with IESBA Code Page 11 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Rules vs. Principles AICPA must enforce rules (based on principles) Most authoritative guidance issued as interpretations of the rules AICPA Rules IESBA Principles

Independence Integrity and Objectivity General Standards Compliance with Standards Accounting Principles Confidential Client Information Contingent Fees Acts Discreditable Advertising and Other Forms of

Solicitation Commissions & Referral Fees Form of Organization and Name Integrity Objectivity Professional Competence and Due Care Confidentiality Professional Behavior Page 12 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Threats AICPA/IESBA Codes cover same threats but some different terms AICPA Threats IESBA Threats

Self-review threat Advocacy threat Familiarity threat Undue influence threat Self-interest threat Adverse interest threat Management participation threat Self-review threat Advocacy threat Familiarity threat

Intimidation threat Self-interest threat Page 13 | Proprietary and Copyrighted Information AICPA/IESBA Convergence AICPA vs. IESBA Code Examples of AICPA more restrictive requirements Prohibit loans to audit client even if immaterial Independence required for client affiliates/related entities for non-PIEs Documentation requirement for non-assurance services Prohibit expert witness services and representing client in (tax) court Examples of topics only identified as specific threat in AICPA CF Fees Relative Size

Non-authoritative guidance also issued; SEC no action letter for listed entities Compensation & Evaluation Policies (SEC rules for listed entities) Long association (SEC rules for listed entities) Page 14 | Proprietary and Copyrighted Information AICPA/IESBA Convergence AICPA vs. IESBA Code Examples of topics not addressed in AICPA Code Professional appointments (client/engagement acceptance) Addressed in AICPA QC standards Second opinions Addressed in AICPA Audit Standards Examples of topics not addressed in IESBA Code

Outsourcing services to third parties Subordination of judgment Indemnification and limitation of liability agreements Investment advisory/management services Page 15 | Proprietary and Copyrighted Information AICPA/IESBA Convergence AICPA vs. IESBA Code Other Differences - Breaches (Independence) In order to address breach, firm must have established policies/procedures that provide reasonable assurance independence is obtained (i.e., must comply with QC

standards) If breach results in significant threat such that engagement teams integrity, objectivity and professional skepticism are compromised, no actions can be taken to satisfactorily address breach Rebuttable presumption that no actions could satisfactorily address the breach when lead engagement partner/individual in position to influence engagement: Committed the breach; or Knows of a breach and fails to ensure breach is promptly communicated/known by an appropriate individual within the firm Page 16 | Proprietary and Copyrighted Information AICPA/IESBA Convergence SEC/PCAOB Rules More Restrictive Non-audit Services: Bookkeeping

Financial information systems design/ implementation Appraisal, actuarial and valuation services Internal audit services; Human resources; Audit committee pre-approval Partner rotation Cooling-off requirement (for employment at audit client) Tax Services for Persons in FROR (PCAOB) Page 17 | Proprietary and Copyrighted Information AICPA/IESBA Convergence Questions Page 18 | Proprietary and Copyrighted Information

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