Date: Dec. 15, 2015
Speaker: Lewis H. Ferguson, Board Member
Event: PCAOB Open Board Meeting
I support the current proposed standard to require disclosure of the name of the audit engagement partner and the names of other auditors participating in public company audits. Under this proposal, disclosure would be required and filed with the PCAOB on a new PCAOB Form AP. The information could also, at the auditor's option, be disclosed in the auditor's report. I have made a number of statements in support of this effort over the years.
On June 30, 2015, I outlined my thinking as to why the engagement partner's name should be disclosed. On December 4, 2013, I outlined in even greater detail my reasons for supporting the proposal as well as my reasons for supporting the disclosure of the other auditors participating in the audit. Instead of repeating myself, I want to refer to those statements and point out that part of the reason this proposal has been so long in coming is that we, as a Board, have struggled with reconciling the disclosure of the information with the minimum achievable adverse consequences with respect to auditors' liability.
As a result, this final proposal looks a bit different from what we started with in 2011, and I believe that is because we have found an appropriate compromise that allows the Board to achieve the primary goal of getting potentially valuable information into the hands of investors while minimizing the risk that auditors incur significantly increased liabilities. It may be that it is impossible completely to eliminate all risk of increased liability, but this proposal, by only requiring disclosure of the information in a separate form rather than in the auditor's report itself, should eliminate the necessity for auditors and other participants to file consents under Section 11 of the Securities Act of 1933 for the inclusion of their names in certain filings under the 1933 Act thereby minimizing the risk of Section 11 liability for the disclosure. In addition, since the information is not required to be included in the auditor's report, I also believe the proposal significantly reduces the risk that the individual auditor could be found liable under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 for statements made in that report.
Our staff has worked tirelessly for many years now on this proposal and I commend their dedication to this project. In particular, I would like to thank our Office of the Chief Auditor, including Marty Baumann, Jennifer Rand, Jessica Watts, Karen Wiedemann and Lisa Calandriello. Thanks also to the Center for Economic Analysis's Andres Vinelli and Morris Mitler and our Office of General Counsel, including Gordon Seymour and Vince Meehan. The Offices of Information Technology and Division of Registration and Inspections have also been involved since we started considering the current option involving a Form AP. For their efforts, I would also like to thank Sarah Williams, Karl Heermann, Nirav Kapadia, Steve Raia, Jun Yang, Kim Brainard, Ankur Agarwal and John Schneider. A number of divisions of the SEC and particularly members of the Office of the Chief Accountant, specifically Brian Croteau and Jeff Minton, have also worked both hard and creatively with us on this proposal over the years and for this we are grateful.