The Public Company Accounting Oversight Board (PCAOB) has adopted new rules and amendments to auditing standards (collectively, the “proposed rules”) to make the auditor’s report more informative and relevant to investors and other financial statement users. The text of the proposed rules appears in Exhibit A to the SEC Filing Form 19b-4 and is available on the Board’s website.
The Board has adopted a new auditor reporting standard, AS 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion (the “final standard” or “AS 3101”) and related amendments to its auditing standards that will require the auditor to provide new information about the audit and make the auditor’s report more informative and relevant to investors and other financial statement users. The final standard retains the pass/fail opinion of the existing auditor’s report but makes significant changes to the existing auditor’s report, including the following:
- Communication of critical audit matters—matters communicated or required to be communicated to the audit committee and that relate to accounts or disclosures that are material to the financial statements; and involved especially challenging, subjective, or complex auditor judgment;
- Disclosure of auditor tenure—the year in which the auditor began serving consecutively as the company’s auditor; and
- Other improvements to the auditor’s report—a number of other improvements to the auditor’s report to clarify the auditor’s role and responsibilities, and make the auditor’s report easier to read.
The final standard will generally apply to audits conducted under PCAOB standards. However, communication of critical audit matters is not required for audits of brokers and dealers reporting under the Securities Exchange Act of 1934 (the “Exchange Act”) Rule 17a-5; investment companies other than business development companies; employee stock purchase, savings, and similar plans; and emerging growth companies, as defined in Section 3(a)(80) of the Exchange Act. Auditors of these entities may choose to include critical audit matters in the auditor’s report voluntarily. The other requirements of the final standard will apply to these audits.
Additionally, the PCAOB Board has adopted a phased approach to the effective dates for the new requirements to provide accounting firms, companies, and audit committees more time to prepare for implementation of the critical audit matter requirements, which are expected to require more effort to implement than the additional improvements to the auditor’s report.
All provisions other than those related to critical audit matters will take effect for audits of fiscal years ending on or after December 15, 2017; and Provisions related to critical audit matters will take effect for audits of fiscal years ending on or after June 30, 2019, for large accelerated filers; and for fiscal years ending on or after December 15, 2020, for all other companies to which the requirements apply. Notwithstanding the above, Auditors may elect to comply before the effective date, at any point after SEC approval of the final standard.