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Disclosures For Changes of Auditors:  Disclosures For Changes of Auditors Alice AU YEUNG Jenny Chan May Ko Agenda:  Agenda Slide3:  Ramor Investment In the case…:  In the case… Pricewaterhouse Cooper Norton Keen Ramor Investment existing auditor incoming auditor Trend of auditor changes:  Trend of auditor changes Reason to auditor changes:  Reason to auditor changes Slide8:  UK- Section 394 of Companies Act ‘Where an auditor ceases for any reason to hold office, he shall deposit at the company’s registered office a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the attention of the members or creditors of the company or, if he considers that there are no such circumstances, a statement that there are none.’ Changes in a Professional Appointment Changes in a Professional Appointment:  Changes in a Professional Appointment UK- Section 394 of Companies Act Advantages: Help to alert shareholders High degree of protection for auditors Burden of proof rests with the company But No guidance for auditors Extent of protection ??? Changes in a Professional Appointment:  Changes in a Professional Appointment US- SEC rules Company: Form 8-K filings Minimum disclosure Date of auditor change Approval of directors Disagreements with auditors Name of new auditors Consultation with new auditors Changes in a Professional Appointment:  US- SEC rules Auditors: Send a form letter to SEC, matched with Form 8-K filings Must state their opinion with the filing Changes in a Professional Appointment Changes in a Professional Appointment:  HK- Code of Ethics Communication with existing auditor Exchange of background information New auditor should decline nomination if client refuses communication with outgoing auditor Changes in a Professional Appointment Reality Constraints:  Reality Constraints Companies Hide Problems Audit Firms Hide Problems Protect Profit (e.g. Consultancy Service) Avoid liabilities (e.g. Lawsuit) Fierce competition in the industry Result Of The Case:  Result Of The Case DTI’s Report On PwC PwC’s conduct as regards the non-executive directors and incoming auditors is indefensible Give shareholders less than the full picture of the situation is not justified Irresponsible for resigning the auditor and go too quietly Slide15:  Do audit firms have Adequate Incentives to disclose problems to Shareholders or to Incoming auditors? It depends…. Degree of Regulations:  Degree of Regulations HK UK US Weakest Strongest This Case Happened Communications between audit firms Company: 8-K Forms Minimum Disclosure Auditor: Letter to SEC Companies Act: Auditors decide what information to be disclosed, depending on their usefulness Attend AGM Slide17:  Q&A