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1、Auditor Independence2003 KPMG LLP, the U.S. member firm of KPMG International, a Swiss nonoperating association. All rights reserved. 1Auditor IndependenceRestrictions on Scope of ServicesAudit Partner RotationEmployment with Audit ClientsAudit Committee Administration of the EngagementCommunication
2、 with Audit CommitteeDisclosure of Fees Paid to AuditorEffect of Tax Services on IndependenceOther Tax Service ConsiderationKPMGAuditorIndependence独立审计课件2Restrictions on Scope of ServicesBookkeepingFinancial information systems design and implementationAppraisal and valuation servicesActuarial servi
3、cesInternal audit outsourcingManagement functions or human resourcesBroker-dealer, investment advisor, investment bankingLegal and expert services unrelated to audit (includes forensic services)Tax services that involve court representationOther as PCAOB may determineKPMGAuditorIndependence独立审计课件3Au
4、dit Partner RotationLeading and concurring partners 5 years on/offOther high contact partners and lead partner on subsidiary above 20% asset/revenue 7 years on/2 years offComplex transition provisions to avoid both lead and concurring partner rotation off in same yearEffective for 1st FY beginning a
5、fter effective date (approx. mid-May) for lead partner; for 1st FY beginning after 1st anniversary of effective date for concurring partnerFor foreign firms, first year of 5 or 7 years begins after effective dateKPMGAuditorIndependence独立审计课件4Employment with Audit Clients“One year cooling off period”
6、 before any former engagement team member acceptance of employment with client in key positionThe one-year period preceding the date that the audit procedures commenced for the fiscal period that included the date of initial employment of the audit engagement team member by the issuerLikely to be lo
7、nger than one yearEmployment commenced prior to effective date is “grandfathered”.KPMGAuditorIndependence独立审计课件5Audit Committee Administration of the EngagementAuditor engaged by audit committeeEngagement subject to pre-approval policies and proceduresPre-approval of non-audit services and all audit
8、, review, and attest servicesKPMGAuditorIndependence独立审计课件6Communication with Audit CommitteeCritical accounting policiesAlternative accounting treatmentsOther written communicationsManagement representation letterReports on internal controlsSchedule of unadjusted differencesEngagement letterIndepen
9、dence letterKPMGAuditorIndependence独立审计课件7Disclosures of Fees Paid to AuditorDisclosure for each of two most recent yearsAudit fees fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings (e.g. comfort letters, statutory audits, consent
10、s, assistance with SEC filings, internal control attestation fee)Audit related fees assurance and related services traditionally performed by the independent accountant (e.g. employee benefit plan audits, due diligence for M&A, internal control reviews, attest services not required by statute or reg
11、ulation, consultation on financial accounting and reporting standards)Tax fees tax return review, tax compliance, tax planning, tax adviceAll otherKPMGAuditorIndependence独立审计课件8Effect of Tax Services on IndependenceAdopting release clarifies permissibility of tax servicesPermissible services include
12、:Tax complianceTax planningTax adviceRepresentation in IRS conferences and appellate proceedingsImpermissible activitiesRepresentation in tax court, district court, court of claimsKPMGAuditorIndependence独立审计课件9Other Tax Service Consideration“Audit committees also should scrutinize carefully the rete
13、ntion of an accountant in a transaction recommended by the accountant, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations”KPMGAuditorIndependence独立审计课件F I N A N C I A L A C C O U N T I N GS
14、T A N D A R D S B O A R D I N T R E P R E T A T I O N N O. 4 5Accounting and Disclosures by Guarantors (FIN 45)KPMGAuditorIndependence独立审计课件11FIN 45-Accounting and Disclosures by GuarantorsAccounting Recognition and MeasurementFV of certain guarantees recorded upon inception. Differs from SFAS 5 in
15、that payment does not need to be probable for a liability to be recorded.FV = amount received or estimated (e.g. probability weighted average cash flows) for multiple element transactionDisclosure RequirementsRequired disclosure for guarantees for which recognition and measurement does not apply. Re
16、quired regardless of probability.Timing(1) Recognition and measurement guarantees issued or modified after 12/31/02(2) Disclosure Annual and interim periods ending after 12/15/02DebitDebit is based upon judgment and usually differs depending on the nature of the transactionKPMGAuditorIndependence独立审
17、计课件F I N A N C I A L A C C O U N T I N GS T A N D A R D S B O A R D I N T R E P R E T A T I O N N O. 4 6Consolidation of Variable Interest Entities (FIN 46)KPMGAuditorIndependence独立审计课件13FIN 46-Consolidation of Variable Interest EntitiesVariable Interest Entity (VIE)Undercapitalized legal structure
18、(e.g. SPE or LLC) usually a limited purpose entityWho ConsolidatesNot majority owner (i.e., 51% shareholder), but primary beneficiary (i.e., party that absorbs majority of expected losses)When EvaluatedAssessed as of transaction inception and not again unless a “triggering event” occursExemptionsThere are certain entities exempt from this literature (e.g. employee benefit plans)TimingJanuary 31, 2003 for newly established VIEsInterim period beginning after June 15, 2003 for existing VIEsKPMGAuditorIndependence独立审计课件14FIN 46 Decision TreeKPMGAuditorIndependence独立审计课件
